The Return of the Bride of Venom
by Booksaboutnothing
Summary: A scenario of what could have happened if Eddie Brock venom could have saved his exwife, Ann Weying, with the symbiote. Rated T for violence
1. Chapter 1

**Chapter 1**

Venom cradled the limp form of his ex-wife. Ann Weying was dying. During his last fight with Spiderman she had been injured when she tried to intervene. Spiderman had fled believing that Venom was subdued for the moment. Eddie retracted his mask, there had to be something he could do to save her.

_There's only one way to save her_, the symbiote said to Eddie.

"No," Eddie argued out loud. "We are not going to do that."

_Then she will die_, the symbiote said.

Eddie was stuck between a rock and a hard place. He had previously saved Ann's life after she was injured by Sin Eater II by allowing the symbiote to bond with her. However, the consequence of this was that it had driven her insane and she had gone on a mad killing rampage.

"Perhaps this time it will be different," Eddie thought to himself.

Eddie set Ann down on the ground. A chunk of the symbiote broke off Eddie and began to attach itself to Ann, but Eddie was left still wearing his costume.

"What are you doing?" Eddie asked the symbiote in a panic.

_We are spawning_, the symbiote replied inside Eddie's head.

As Eddie watched the new symbiote spread out covering all of Ann's body. The last part of her to be covered was her face. Eddie stood over her worried as she lay still. She looked just like a blue-black wax replica of body with a featureless head. At first it seemed as though nothing had happened, that he had been too late. But then her features began to become more defined. Her body became more muscular and defined, her fingers elongated into claws. A large white spider appeared on her chest, white eyes appeared on her head, first as slits, but then they grew wide open. She looked about and then focused on Eddie.

"Ann?" Eddie asked cautiously. "Are you alright?"

A slit appeared across the mask covering her face. It went practically from ear to ear. It spread a part in a horrid grid revealing countless rows of jagged teeth. Green venom dripped slowly from in between the cracks of the teeth. She opened her mouth to speak revealing a long tongue that was also dripping copious amounts of green venom.

"We've never been better," Ann replied. "What happened?"

"You were nearly killed by Spiderman," Eddie answered as he reverted back to Venom. "He tried to use you to stop me. He needs to be punished for his sins."

Ann stood up and made a fist with her right hand and held it in front of her. "Then together we will crush the spider," she declared.

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Peter Parker returned to his apartment where Mary Jane was waiting for him. His costume was in tatters and he had a few minor wounds.

"What happened Tiger?" Mary Jane asked him.

"Venom," Peter replied simply as he stalked by to change out of the costume.

At that moment all Peter wanted to do was go to bed. His ordeal with Venom had left him rather fatigued and he figured that Venom would become after him for revenge after what had happened to Ann. Mary Jane watched from the doorway as her husband stripped down to his boxers.

"Is there something you want to talk about?" Mary Jane asked.

"Not particularly," Peter replied.

"No, something is bothering you," Mary insisted. "Tell me what it is."

Peter sighed and sat down the bed tossing his damaged costume in a heap on the ground. He stared down at his feet for a few moments before beginning.

"During my fight with Venom, Eddie's ex-wife tried to break it up." Peter explained.

"Oh my god!" Mary Jane exclaimed. "Is Ann okay?"

"I don't know," Peter replied. "I was willing to listen to her but Venom wasn't. Venom attacked me and I threw him away but he hit Ann and she was fell. I'm positive she was still alive. But I wasn't going to stick around, I figured Eddie would help her."

Mary Jane sat down beside Peter and put and arm around him. "It's okay Tiger," she said. "Nobody is perfect."

"It's just that I feel so guilty," Peter confessed to her. "I could have prevented it from happening."

"Everybody makes mistakes," Mary Jane told him. "Be glad that your mistake didn't cost Ann her life."

"I love how you always make me feel better," Peter said.

"And I love you," Mary Jane replied as she kissed her husband on the lips.

"Aw, isn't that touching," A familiar voice said from the window.

Both Peter and Mary Jane spun around on the bed to see the hulking frame of Venom filling up the entire window.

"What do you want?" Peter asked through gritted teeth and he moved to be in between Venom and Mary Jane.

"What do we want?" Venom responded rhetorically. "The same thing we have always wanted; your death!"

Peter stood up to face Venom, who managed to squeeze his way through the window. Peter was absolutely dwarfed by the hulking monster that stood in front of him but he should no sign of fear.

"What happened to Ann?" Peter asked.

"We're glad you show concern for your victims," Venom answered. "But why don't you ask her yourself."

Venom pointed over Peter's shoulder. Peter whirled around to see a female version of Venom standing on the other side of the bed. Black tendrils off her costume had Mary Jane bound and gagged. The mask of the female Venom pulled back to reveal Ann Weying's face.

"Hello Peter," Ann said in a snide tone. "We haven't seen you for a while."

Peter was completely confused at all of this. "What is going on here?"

"It's quite simple spider," Venom replied. "We're going to take her with us. You're going to come down to the docks tomorrow night with ten million dollars, and if you don't, we're going to kill her."

Before Peter could say anything else Venom back handed him across the face sending him flying across the room and crashing into the wall. By the time Peter got up Venom, Ann and Mary Jane were all gone. Peter ran to the window but there was no sign of them. Distraught and outraged, Peter sat on the bed and thought over what had just happened. The conclusion that Peter came to was that somehow Eddie was able to create a duplicate of his symbiote to heal his ex-wife; although Peter wasn't so sure if she was Eddie's ex-wife any more.

However, the how was a question, that while nagging, could wait. What was more important was saving Mary-Jane. The ten million dollars was just a tool to get Peter to fall into their trap, and he knew it. He also knew that he would be at a great disadvantage since there were two of them and neither one had registered on his spider sense earlier. But regardless of the danger to himself Peter had to go, because he knew that if he didn't Mary Jane, his wife, would be killed.

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Oh boy, two Venoms. Will Peter be able to over come them? Find out in Chapter 2 and please review.


	2. Chapter 2

**Chapter 2**

Peter arrived at the docks. It was quiet, too quiet. Peter cursed for the umpteenth time about how his spider sense didn't work against the symbiotes. After surveying the area Peter decided to search a large dilapidated warehouse. He entered through a broken hole in the roof. As he dropped down he surveyed the interior. It was largely empty with a few old rotting wooden crates scattered about. It was dark and the only light came through the various holes in the roof and walls. Sitting in roughly the middle of the warehouse tied to a chair and gagged was Mary Jane. Peter glanced around but didn't see Venom any where. That didn't mean he wasn't watching though since his costume allowed him to blend in with the scenery like a chameleon.

Peter carefully made his way to Mary Jane expecting to be ambushed with every step. Her eyes were also darting about the room, which led Peter to suspect that her kidnappers were nearby. He reached Mary Jane and immediately began untying her. Her got her hands free first and bent down to untie her legs. Mary Jane undid the gag around her mouth.

"Peter, behind you," Mary Jane exclaimed.

Peter turned around and found himself staring up at the massive hulking form of Venom. Before he could react Venom was able to grab him and toss him halfway across the warehouse where smashed into some old wooden crates. Mary Jane screamed in horror as the hulking monster stalked after her husband.

Peter picked himself up off the ground and after shaking his head to clear out a few cobwebs he charged at Venom. But as he did he was jerked violently by something attaching to his legs and he crashed to the ground. He turned around to see She-Venom holding onto a pair of web lines that were attached to his legs.

Peter pulled the webbing off himself and got his feet, but now he was in a precarious position. On one side a mammoth hulking Venom was slowly stalking towards him, its tongue lashing about between its jagged teeth and drooling venom all over the place. But on the other was a sleek and graceful Venom that was advancing near him like a lion about to pounce on a gazelle. For once in his entire crime fighting life Peter found himself at a loss for words.

He quickly decided to go after She-Venom since she had almost no experience fighting him. He leapt high at her quickly, but she was even faster. She saw his attack and brought her left foot up over her head in an amazing feat of agility and kicked Peter in the sternum. The force sent him tumbling through the air, but he was able to land on his feet. However he was not on the ground for very long since a massive fist caught him in the side and sent him cart wheeling. Peter once again had barely regained his feet when She-Venom grabbed him and threw him hard against a wall. Peter groaned and clutched at his ribs as he staggered to his feet but then fell over again in agony.

"We thought you would be much more of a challenge than this," She-Venom said as calmly walked over to Peter.

"Don't underestimate the little spider," Venom warned her. "He's very resourceful."

She-Venom grabbed Peter's neck with one of her claw-like hands and lifted him into the air by the throat, squeezing to choke of his air supply. She pulled Peter's face close to her own. He tried to look away, repulsed by the needle sharp teeth and the long venom dripping tongue.

"We could crush you with out bare hands in seconds Spider," She-Venom said, her tongue flailing millimetres away from Peter's face.

"I wouldn't count on that if I were you," Peter choked out.

With swung a foot up and managed to kick her in the head. She maintained her grip but both of them went tumbling to the ground where Peter was able to force his way free. Peter found himself backed up against a wall though with both Venoms facing him.

"We have you cornered Spider," Venom said. "Why don't you just give up and we'll make this quick for you."

"Do you really think I'd come all the way here to fight two symbiotes without back up?" Peter asked.

Right on cue the ceiling collapsed and Ironman came flying down amidst the debris. He immediately fired a sonic weapon at Venom and the symbiote began to retract from Eddie's body. She-Venom was able to distract Ironman but then found herself the target of the sonic gun. Venom launched himself at Ironman and tore the sonic gun from Ironman's suit. Ironman then pounded Venom with a heavy punch that sent him flying. He then focused a second sonic gun on She-Venom.

Realizing that today was not going to the day for victory Venom grabbed his partner with a tendril and fled from the warehouse by smashing through a window that was boarded by thin plywood.

"Thanks for you help," Peter said to Ironman after they had left.

"Don't worry about it; I'm sorry they got away." Ironman apologized.

"It's okay," Peter replied looking at the smashed window. "They just had some anger issues that they needed to work out."

"Well just remember, if you ever need help, you know where to find me." Ironman said.

With that Ironman took off out of the hole he had created coming in. Mary Jane had finished untying herself and she ran up to Peter.

"Are you alright?" she asked her husband.

"No worse that after any other fight," Peter replied.

"Come on," Mary Jane said. "Let's get you home and bandaged up."

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Eddie and Ann had stopped on the roof of a building in the Broadway area of the city.

"Eddie what was that thing that Ironman used on us back there?" Ann asked as her mask retreated from her face.

"It's a sonic weapon," Eddie replied. "The symbiote is weak against loud noise."

"How will we be able to defeat the spider when he has a weapon like that?" Ann asked.

"Next time we will not toy with the Spider," Eddie responded. "We will tear the wretched creature limb from limb."

She-Venom cuddled up against her massive husband, "I love it when you talk destructive like that."

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What's in store for our friendly neighbourhood Spiderman next? Read chapter 3 and review.


	3. Chapter 3

**Chapter 3**

Peter and Mary Jane didn't encounter Venom or She-Venom after that night. But Peter figured that it was only a matter of time. They were probably biding their time concocting some revenge scheme against him.

Peter was attending a Pharmaceuticals press conference by Oscorp. They had recently developed a new drug that could put a person into a medical induced coma for three years.

"Our new development will aide the medical world in understanding the comatose state," the Oscorp spokesman said. "It will also be very useful in the detainment of criminals that are at a high risk to escape and re-offend."

The prospect was only slightly interesting to Peter, it meant that he wouldn't have to worry about some of villains he fought against breaking out for a while after he put them back in jail. Peter was about to leave when he though he noticed a familiar face in the crowd. He pushed his way through towards a blonde woman with short hair but he lost track of her.

Peter frowned inwardly, _What would Ann Weying be doing here_? Peter thought to himself.

He then shook his head just assumed that it was a case of mistaken identity on his part.

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High above the press conference on a ledge of the Oscorp tower, Venom sat looking down at the tiny people below.

"What did you learn?" Venom asked.

She-Venom appeared out of nowhere behind him. "The new drug can put someone in a coma for three years." She replied.

"Excellent," Venom said. "We will at last have the perfect plan to get revenge against the spider. But we must act quickly, time is of the essence."

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Spiderman was out patrolling near the Oscorp tower that night when suddenly alarms in the tower.

"Wonder what that could be?" he though out loud to himself. "I'd better go check it out anyway."

Spiderman changed directions and swung towards the tower. From outside he couldn't see anything odd, but that didn't mean that there wasn't a problem inside. He could hear the approaching cop cars but they were still a few minutes away. Whoever was inside was probably going to escape before the police arrived. Spiderman quickly swung around the perimeter of the building looking for some sign of forced entry. He found it; a single broken window nearly thirty floors up. He swung neatly inside and looked about to see where the robber was.

He found out pretty quickly as a cinder block sized fist hammered him in the back of the head. Spiderman skidded across the floor, barely stopping himself from crashing headlong into the wall. He quickly rolled up to his feet and stared at his opponent.

"Venom, just why are you here?" Spiderman asked. "I thought you were above petty crime."

"Not when it's the only way to get what we need," Venom replied.

"Oh? And what is it that you need?" Spiderman inquired.

"None of your concern," Venom answered angrily.

"Oh, but it is my concern," Spiderman argued.

Venom just roared and leapt towards him. Spiderman rolled onto his back and drove his feet up into Venom's chest sending him smashing into the ceiling. But the blow had almost no effect. He picked himself up and took a swing at Spiderman again. Spiderman dodged but a portion of Venom's costume broke off and formed a club. That wasn't so avoidable and Spiderman got taken down again as the wind was knocked out of him. Before he could get up Venom's massive clawed hand was grabbing the back of his head and lifting him up into the air. Tendrils of the symbiote wrapped around Spiderman holding him tight. Venom brought Spiderman up to his face.

"We could rip you apart and feast upon your innards with ease if we wanted to," Venom said. "But that would be much too quick and not nearly agonizing enough for you."

"So then what are you going to do?" Spiderman asked as bravely as he could.

"We're going to make you suffer emotionally as the one you love is taken away from you, just as you tried to take our love away from us." Venom replied.

Spiderman immediately realized that Venom was planning on going after Mary Jane.

"No!" Spiderman cried out angrily as he tried to kick at Venom.

Venom saw it coming tossed Spiderman aside like a rag dolls. Spiderman hit the wall with his back hard cracking it and he slumped to the ground. When he finally managed to pick himself up off the ground Venom was gone. Spiderman jumped out the window, if he was going to save Mary Jane he was going to have to move quickly.

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Mary Jane was walking home from work alone. It was something she knew that Peter didn't like her doing, but she wanted to get home quick and she didn't want to wait around for anyone. To get home quicker she decided to take a short cut through an alley; a big mistake on her part.

"Where do you think you're going hot stuff?" a voice asked from the shadows.

Mary Jane whirled around to see who it was. A very dirty looking man emerged from the darkness. He had long tangled brown hair and a beard that likely hadn't been cut in several years. Mary Jane noticed the length of chain that was swinging about in his right hand.

'Don't try anything," Mary Jane said as she reached into her purse.

It was another thing that Peter would have completely freaked out about. For her own protection Mary Jane had bought a .45 Desert Eagle Pistol. The dealer had wondered why she had wanted such a powerful gun when really all a woman needed was a 9mm semi automatic. But Mary Jane knew that Peter faced some incredibly powerful enemies and she would need the most powerful gun she could get.

The man was undaunted as he saw the handle of the gun. He swung his chain and smacked her hand sending the gun skittering across the ground. Mary Jane fell back instinctively as the man slowly stalked towards her greedily licking his lips. Just as Mary Jane thought she was done for something grabbed the man from behind and pulled him back into the shadows. Mary Jane crawled for her gun as she heard the man yelling. The yells quickly became screams of terror and they were followed by some brutal noise to Mary Jane could not fathom what they were. However, she was still rather frightened as to what was hiding behind those shadows. The noise fell silent and then a silhouette appeared at the edge of the shadow. The silhouette drew closer, it seemed to be a woman and she was holding a severed arm. The arm was tossed aside and it splattered blood all over the alley. Mary Jane pointed the gun at the figure.

"Aw, are you planning to shoot us just after we saved your life?" the figure asked.

"Who are you?" Mary Jane asked.

"Who are we? Who are we?" it repeated.

It finally entered the light where Mary Jane could see it. The face was to large white eyes and an enormous mouth filled with jagged teeth. A tongue flailed about slightly drooling green venom all over itself. Mary Jane screamed and unloaded the entire clip, knocking She-Venom back.

"Sticks and stones can't break our bones, and bullets aren't effective either," She-Venom said as she began advancing on Mary Jane again.

Mary Jane quickly struggled to reload the gun. She got the gun loaded just as She-Venom stood over top of her.

"It still must smart to get shot in the face," Mary Jane said as she fired at point blank range.

Pieces of the symbiote went flying in all directions and She-Venom staggered backwards but she remained standing. Mary Jane got to her feet and pistol whipped She-Venom across the face. Venom went spraying everywhere burning whatever it touched.

"And that sure doesn't tickle does it?" Mary Jane asked.

Her confidence began to rise. She might be able to do this. She might be able to defeat one of her husband's enemies on her own. She tried to shot She-Venom again but She-Venom was able to dodge.

"We can take a lot of punishment," She-Venom said. "A lot more than you can dish out."

Before Mary Jane knew what had happened She-Venom grabbed her arm and twisted causing Mary Jane to drop the gun. She-Venom then pulled on her arm and drove a knee hard into her stomach. Mary Jane collapsed to the ground winded. At that point She-Venom's husband showed up.

"What happened here?" he asked pointing a clawed hand at the severed arm.

"We had to take care of an interloper," She-Venom replied.

Venom seemed to frown at that response but then turned towards Mary Jane. He held out his left arm and a syringe popped out of the costume. He fired some webbing to hold Mary Jane down.

"Don't worry," he assured her. "This won't hurt a bit."

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Peter arrived home, but Mary Jane wasn't there. He frantically searched but noticed something odd. It didn't appear as though she had been here. There was no sign whatsoever that she had even returned home. Peter decided to double back along the possible routes that Mary Jane could have taken home from work.

As he was passing by an alley he thought he heard muffled screams. He quickly spun around 180 degrees to check it out. What he saw frightened him. Mary Jane was lying on the ground seemingly unconscious as Venom and his wife stood over. A yellow and red symbiote was slowly spreading itself over Mary Jane's body.

"What are you doing?" Spiderman asked angrily.

"Just giving you a little present," Venom replied with a toothy grin.

The new symbiote stood up and let out a terrible scream. It was yellow and red, but unlike all the other symbiotes this one had hair, and lots of it. The hair whirled about behind as though it were alive.

"Mary Jane, you've got to control it," Spiderman said.

"Oh she can't hear you," She-Venom said with a smirk. "We made sure of that. The symbiote is in complete control."

Peter was confused at first, what could possibly… then it hit him. Venom had been at Oscorp where they had announced the new long-term coma inducing drug. He had likely stolen it and used it on Mary Jane, thus allowing the Symbiote to be in complete control.

"We'll we'd love to stick around and chat Spider," Venom said. "But we've got to be going."

With that both he and his wife took off. Spiderman went to chase them but the Symbiote controlling Mary Jane tackled him. It tried to claw at him violently but he was able to get away. He then punched it, but pulled his punch slightly as he realized he was hitting Mary Jane. The symbiote got spun around but in doing so it was able to grab Spiderman with its hair. It flung Spiderman towards a dumpster; he hit it and bounced off hard. When he got up the symbiote was gone.

"Great," Peter mumbled to himself taking off his mask. "Just what I need. A psychotic symbiote running around New York. Like I don't have enough of those already. I'd better give Ironman a call again."

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Will Ironman be able to help Spiderman save MJ, or will Venom and She-Venom have the last laugh. Find out in the next chapter.


	4. Chapter 4

**Chapter 4**

Spiderman arrived at the mansion of Tony Stark. Doing what he did last time he just rang the doorbell. He was a little surprised when Tony Stark himself answered the door.

"Peter," Tony said surprised as he greeted Spiderman by his real name. "What are you doing here?"

"I need your help," Peter replied as he removed his mask and stepped inside. "I've got a real bad situation this time around."

"Well tell me about it," Tony said.

"Well, as you know the two Venom symbiotes are after me," Peter replied.

"I'm going to take a guess that there's now a third symbiote involved somehow," Tony said.

Peter nodded an affirmation.

"I thought that Carnage and Venom absolutely hated each other," Tony said.

"They do," Peter replied. "If Carnage was somehow involved I'd probably be able to stand back and watch him and Venom go at it."

"So which is it this time?" Tony asked. "Hybrid? Toxin?"

"Nah, I have no idea what happened to Hybrid. But as far as I know Toxin is still on straight and narrow, besides I had the _pleasure_ of watching this symbiote be born." Peter said, emphasizing the biting sarcasm on the word pleasure.

"So who's the host?" Tony asked.

There was a long pause before Peter finally answered, "My wife," he stated quietly.

"So what's the problem?" Tony asked. "Can she not control the symbiote?"

Peter shook his head. "She's completely out of it. They injected her with a coma inducing serum that will keep her in a coma for years, unless we can find an antidote. The symbiote is completely in charge and I have no idea what it's going to do."

"I take it you want my help because you're afraid of hurting your wife?" Tony asked.

"Actually that's not what worries me too much," Peter replied. "But I need someone to back me up if Eddie and Ann show up."

"No problem," Tony said. "I'd be happy to."

"Thanks," Peter said. "I'm going to go out on damage control. Try and make sure that new symbiote doesn't try anything."

"I'll get my sonic weapons ready," Tony said. "Don't worry Peter, we'll get your wife back."

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Eddie Brock and Ann Weying were sitting along the bay looking out at the Statue of Liberty as the sun set behind them. They were both dressed solely in normal clothing.

"Whatever happened to us Eddie?" Anne asked.

"My job," Eddie replied. "First I got fired for not being able to take pictures of Spiderman; I mean how could I? The guy takes pictures of himself. And then I became Venom. And that killed any chance of us getting back together."

"But now what tore us apart has brought us back together again," Ann said.

Eddie got down on one knee in front of Ann and pulled out a ring from his back pocket. "Would you make me the happiest man in the world, again?"

Ann was speechless at first. "Oh Eddie, I…"

"Very touching," a voice cut her off.

Both Eddie and Ann turned to look at the source of the interruption. A gang of eight punks were gathering around. They were all dressed in flash apparel that led Eddie to believe that these were a bunch of upper class kids out looking to make life miserable for those less fortunate. All of them had weapons: baseballs bats, chains, or brass knuckles.

"Hand over the ring and all your money or we'll beat you two down," said one of the kids who was wearing an oversized fur lined coat, and was obviously their leader.

"No," Eddie refused, daring them to try something.

"Let's get 'em!" the rich punk ordered the rest of his preppy gang.

Eddie and Ann quickly changed into the Symbiotes. The gang stopped and tried to run away in terror but they weren't nearly fast enough. Eddie grabbed two of them smashed their heads together sending tooth fragments flying in all directions.

"Hope your parents have a good dental plan," Eddie commented at their unconscious bodies.

Ann was even more vicious. She stabbed with her claw-like hands into two of the punks and pulled their own intestines out for them to see. The other four began to scatter as they ran away.

"Where are you going?" Ann asked one as she got in front of him. "The party is just getting started."

She grabbed him around the neck with one clawed hand and squeezed, digging her claws in. The kid began to gurgle and blood came pouring out his mouth. Satisfied she dropped him to the ground.

Eddie ran after two her were escaping together. He easily ran them down. He literally jumped on the shoulders of one sending his face smashing into the pavement hard, possible killing. At that point in time it didn't matter. The other one found himself grabbed and hurled at the nearest wall which was about thirty feet away. He hit and some debris began to fall from where he hit the brick wall.

Ann grabbed the final gang member by the back of his jacket. It was the leader, he had been the first one to run as had been expected since gang leaders were usually cowards.

"Please don't kill me," he pleaded. "We were just out looking to have some fun."

"It's people like you that ruin the lives of the less fortunate," Ann said. "It will be a pleasure to eat your brains."

Venom stood by idly, watching all this happen. He was pumped up on adrenalin and found he had no compassion for the kid whatsoever. As he watched Ann clamped down on the back of his head and bit it clean open emptying the contents into her mouth. He could help but get a feeling of exhilaration watching that.

"I will," Ann said to Eddie as the jaw of her symbiote opened to reveal her real face.

"We don't know what you mean," Venom said a bit confused.

"We will marry you," Ann said as her symbiote form took over again.

Venom and his bride to be embraced in a kiss between their symbiote forms. The long tongues played all around the insides of each others mouths and intertwined with each other. If there were any conscious bystanders they would have been completely grossed out, but for them it was very romantic.

"Now let's see what our daughter's up to," Venom suggested with a wicked grin.

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Short chapter. Just Trying to have a little fun with this one. It might get bit graphic, and I may change the rating to M, but T seems good for now.


	5. Chapter 5

**Chapter 5**

Peter was searching the streets, trying to find some sign of Mary Jane; or rather trying to find the symbiote that was in control of Mary Jane's body, but so far he had had no luck. He was passing near Central Park when he heard a deafening scream, which was followed by the sounds of dozens of people running away in a mad panic.

"Always in the last place I look," Peter muttered to himself. "Because once I find there's no need to look anywhere else."

He quickly swung his way towards the noise. As he approached he was the symbiote standing near the edge of the park. The horrible mass of symbiotic hair had grabbed three nearby civilians and was strangling them to death. Peter pulled out a small radio that Tony Stark had given him.

"I found her," Peter said. "She's at Central Park."

"I'll be there in five," Tony replied.

Peter tucked the little radio away safely and then leapt into action. The symbiote was revelling as it strangled the life out of the three people it had grabbed. Spiderman was able to come soaring in at the symbiote from above driving his feet into the top of her head sending her sprawling to the ground and releasing the three civilians who all ran away to safety. The symbiote picked itself up off the ground and let out a piercing scream at Spiderman.

"You really need to work on your social skills," Spiderman quipped.

The symbiote responded with another scream that sounded similar to the alien in the movie _Alien_. Spiderman couldn't help but wince at the noise. Not because of how loud it was but because of how awful it sounded. The slight wince left him vulnerable just enough for the symbiote to leap at him and drive a clawed fist into his gut. Spiderman was flung backwards but quickly regained his feet.

"I just have to hold her off till Tony gets here. Then we can remove the symbiote and get Mary Jane somewhere where we can try and find an antidote," Peter muttered to himself as he went over the makeshift plan in his head.

The symbiote tried to lash at him with its hair but he back flipped out of the way. Spiderman was able to grab the mass of tendrils and pull on them quickly sending the symbiote face first into the ground in front of him.

"Keep your hands off my little girl!" an angry voice said behind Peter.

Spiderman turned around just in time to receive a powerful upwards swinging double axe handle blow from Venom. The force sent him soaring up into the air and sent his head out into space. As he was up in the air he heard another voice.

"You leave my daughter alone!" it said.

Peter was able to regain his senses just in time to see She-Venom come sailing down from above and deliver a rib cracking two handed blow to his chest that sent him rocketing back to earth. Peter hit the pavement below hard and fortunately rolled onto the much softer grass where he lay there clutching at his injured chest. He had definitely had a few ribs broken there. But that wasn't all that hurt. In fact Peter was having a hard time figuring out what did hurt and how bad. All he knew was that his face seemed to be alright.

He tried to get to his feet but he fell over at the world began spinning around. Before he knew what had happened there were three symbiotes standing over him.

"He doesn't look so tough now," She-Venom commented as drooled venom down on Peter burning through his costume.

"No, we should finish him off quickly," Venom agreed.

The symbiote possessing Mary Jane let out an ear piercing scream.

"You'd think you could at least teach it to talk," Peter joked weakly.

"I hope you find that funny, Spider." She-Venom snarled. "Because then at least you'll die laughing."

_This is it_, Peter thought to himself. _It's over, I lost_. _I hope MJ can forgive me_.

But then came a voice that normally Peter would never have wanted to hear in his life.

"Well, well, well. It looks like you're having a little old baby shower for my sister without me," a man with red spikey hair commented with a sadistic sounding chuckle.

"That's because you're an estranged member of the family," Venom snarled. "Now leave before you end up like the Spider, Kassidy."

"Oh, I don't think I'm going anywhere," Cletus Kassidy said. "In fact I think I might just stick around to watch how this turns out."

Venom turned to his wife, "Watch the Spider," he ordered. "I'll deal with him."

"So you want a fight?" Cassidy asked. "Well that's just fine."

His blood red symbiote burst forth covering his entire body from head to toe. Vacant white eyes stared out at the world and Jack O' Lantern like mouth knashed the air uselessly. Carnage and Venom immediately went after each other. Venom was stronger but Carnage was faster. Carnage was able to land several powerful blows against Venom but they had almost no affect. Venom was able to land a few shots of his own but they did little more than force Carnage to back off momentarily. Spiderman tried to get up again but She-Venom kicked him in the ribs twice to keep him down. Spiderman rolled onto his stomach to protect himself from anymore kicks.

"Not much longer now," Peter muttered to himself.

A sound like an airplane could be heard approaching. Inside Peter felt relieved. A wave of ultra-sonic noise came pulsing from nearby. Peter heard She-Venom shriek. He looked up to see Ann Weying staggering away as bits of her symbiote were slowly dripping off of her. Peter got to his feet and fired a web after her pulling her back towards the noise. She collapsed to the ground in a pool with her symbiote.

Ironman landed beside Peter, who was struggling to remain standing, "Are you okay?" Ironman asked.

"I've been better," Peter admitted clutching at his injured ribs.

His spider sense then began to go off.

"Look out!" he cried as he pulled Ironman aside.

Tendrils from the symbiote controlling Mary Jane's shot past where Ironman had been standing mere moments ago.

"Let's not worry about Carnage and Venom," Peter said, indicating the two symbiotes who were still focused on battling each other. "Let's get that symbiote off of Mary Jane."

Ironman focused his Sonic cannon at symbiote. The symbiote screamed loudly itself and tried to get away but once again Peter webbed it and pulled it back. Slowly the symbiote began to detach itself from Mary Jane who slumped to the ground. Once it was off Peter staggered forward and dragged her away.

"Come on," Ironman said. "You're in no condition to fight. Let's get you two to safety."

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Ann Weying's symbiote slowly reattached itself to her and she felt her strength renewed. Once again that meddlesome man in an iron suit had gotten involved with their plans. She swore she have vengeance on him. She then turn to her husband who was currently battling his one of his greatest enemies and also his 'son'. The fight seemed to be going slightly in Carnage's favour. However, She-Venom entered the fight by grabbing Carnage from behind and pulling on his head. Suddenly the symbiote attached to Kassidy's head came free exposing his normal face beneath.

"Now you're ours, Kassidy," Venom growled.

But Carnage still had a few tricks in his suit. A mass of tendrils launched off sending Venom and She-Venom flying away from him. Rather than stick around and get beat on by the symbiote couple Carnage turned tail and fled.

"We will find you coward!" Venom snarled after him. "And we shall feed your own guts to you!"

He then turned his attention to his wife, "What happened?" he asked.

"The man in the iron suit showed up again," she replied. "He was able to disable me and they removed the symbiote from the Spider's wife."

"Well where is it?" Venom asked

"Where is what?" She retorted.

"Our daughter."

They both looked around. The symbiote was gone.

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"How is she?" Peter asked.

They were in a secret laboratory beneath Tony Stark's mansion where Tony kept and developed his Ironman technology. Peter was receiving medical attention from a robot that Tony had developed to operate as a field medic. Another robot was help Tony examine Mary Jane.

"She perfectly fine except for being in a drug induced coma," Tony replied.

"Can you find a way to bring her out of it?" Peter inquired hopefully.

"I believe I can," Tony said. "I received a sample of the drug from Oscorp at the militaries request. I've already got my machines working on an antidote."

Peter found this all a little weird. He was so used to everything being done by people, Tony's lab was operated largely by machines.

One of his robots came up to his and a message flashed across the screen on its chest that served as a means of communication.

"Excellent, we have a possible antidote," Tony said.

Peter watched hoping for the best and Tony took a syringe and gave Mary Jane an injection into her arm.

"How long will it take?" Peter asked.

"Shouldn't take to long," Tony replied. "But she'll wake up gradually. She'll be drowsy for a while."

Slowly Mary Jane began to move. Her eyes began to flicker open until finally they were completely open. She stared up at the ceiling and then looked around to both sides. She saw Peter sitting to her right in his Spiderman costume with top and mask off and a lot of tape around his ribs.

"Peter what happened?" Mary Jane asked. "Last thing I remember was Venom and his wife standing over me as they injected me with something."

"Fortunately nothing serious happened," Peter replied. "I was able to save you before anything really happened."

"Peter please tell me the truth," Mary Jane said.

"While you were out, your body was under the control of a symbiote," Peter replied.

"Oh god, it's not still on me is it?" Mary Jane asked in a panic.

Peter shook his head, "Nah, we got it off you."

"Venom and his wife are still at large," Tony Stark interrupted. "You two are probably up for being attacked. You're welcome to stay here if you like."

"No that's okay," Peter said. "We'll be fine at home."

However, neither he nor Mary Jane were absolutely sure.

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Carnage saves the day? WTF? And what happened to that symbiote? And will She-Venom get her revenge on Ironman? Find out in the next few chapters.


	6. Chapter 6

**Chapter 6**

Peter and Mary Jane arrived back at their apartment as Peter swung carrying Mary Jane and landed safely on the balcony. Peter grunted as he put Mary Jane down. His ribs were still injured and any movement hurt.

"You really should get some rest Tiger," Mary Jane suggested.

"Best idea I've heard all day," Peter agreed.

He went into their bedroom and peeled off his costume. A few minutes later Mary Jane could hear the sound of him breathing heavily as he slept. Mary Jane didn't feel tired at all however, so instead she decided to make herself a cup of tea and sit down and quietly read a book. However, she found she couldn't concentrate on the book. Her thoughts were constantly worrying about the symbiotes, Venom, his wife Ann, but mostly about the one that had taken control of her body. She set the book down and went into the kitchen. She needed to 'Irish up" her tea. Another habit she knew Peter would look down upon. She pulled out a bottle of Whiskey she kept hidden under the kitchen sink and poured a large shot into the remainder of her tea. She looked at the bottle and then took a huge swig from the bottle feeling the alcohol burning her throat the entire way down. She put the cap back on and put it back, banging several other bottles of alcohol as she did. She pulled out one that she liked; a half finished twenty-four ounce bottle of Vodka, and completely drained the entire bottle before putting the empty bottle back. She then grabbed a bottle of Irish Cream and poured herself a glass of it. By now she had completely forgotten all about her tea. She staggered back to her chair and flopped down, nearly spilling her drink as she did so. She then raised her glass acknowledging a puddle on the floor.

"Here'sh to Shpiderman," she slurred drunkenly and then she drained the entire glass.

Suddenly the puddle began to move. It surged forward in one mass towards her.

"Whatf da fuck?" Mary Jane exclaimed.

She tried to get up to get Peter, but in her extremely intoxicated state only succeeded in falling down. The puddle of goo began crawling onto her. Mary Jane tried to scream but the goo made its way into her mouth silencing her. It didn't take long before the goo had covered her entire body. Mary Jane felt her inebriated state fade away as the world came into sharper focus once again. She felt something in her mind, it was emotional but it seemed to lack intelligence, kind of like a newborn baby. Mary Jane stood up and tried to brush the goo off of her but it seemed to be stuck to her flesh, wrapping her up in a skin tight suit. Her hands now ended in vicious looking claws.

"What am I?" Mary Jane thought out loud, but it came out rather garbled and not at all like her normal voice.

She quickly made her way to the bathroom. What she saw looking back at her in the mirror frightened her greatly.

The monster in the mirror had massive empty white eyes that had a sinister edge to them. The mouth was a maw of shark like teeth. What was likely hair was an enormous mass of rubbery yellow and red tendrils that seemed to be moving about on their own accord. Her entire body was covered in a skin tight red and yellow rubbery suit that seemed to be slowly shifting about on her body like syrupy liquid. She felt the sudden urge to attack the image in the mirror, but she managed to refrain. She felt a presence in her mind, it was angry. She felt it trying to take control of her body, but she resisted and eventually it went away.

Mary Jane stared forlornly into the mirror, wondering how she would ever become normal again. She pictured herself staring at her normal reflection. Suddenly the image in the mirror changed. The mass of Tendrils became Mary Jane's own hair, the face became her own. The liquid body suit disappeared to become her own clothes. Mary Jane looked down at her hands. They were back to their normal well-pedicured pink flesh selves. She felt her face, it felt normal. Her hair felt normal as well.

"What was that?" Mary Jane asked her reflection.

But her reflection didn't answer, nor did any kind of answer come. She stood there for over a minute waiting for something to happen, but nothing did.

"Maybe I just drank too much," Mary Jane thought out loud to herself.

She left the bathroom and checked in on Peter, he was still sleeping soundly. Not wanting to disturb him she went back into the living room and lay down on the couch and began reading her book once again. But before she could get more than two pages in, she drifted off into sleep.

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When Peter woke up the next morning he was alone in bed. He panicked and quickly ran out into the living room, but when he saw Mary Jane asleep on the couch with a book resting on her chest he felt his anxiety quickly wash away. He went to pick her up and carry her into the bedroom but he felt a sharp pain in his ribs. Realizing he wouldn't be able to carry her he decided to leave her there on the couch. He quietly got dressed and went off to work.

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"Parker! How come I don't have any pictures about this new symbiote?" Jameson demanded.

"Well, it's gone," Peter replied. "By the time I got there Spiderman had already beaten it."

"I don't pay you to make up excuses Parker, I pay you for pictures! Besides that thing was beaten by Ironman, not Spiderman. I don't know what a respectable anti-communist like him would be doing around a common criminal like Spiderman. You're fired!" Jameson shouted.

Peter walked dejectedly out of the office.

"Don't worry Peter; he's in a foul mood today." Robbie the assistant Editor said. "But it seems like nobody got a decent picture of that symbiote, the best we've got is this blurry thing."

Robbie showed Peter the front cover of the day's _Daily Bugle_. On it was a horribly blurry picture of the symbiote that had been controlling Mary Jane. The Headline under it read "Scream Attacks!"

"Scream?" Peter asked.

"That's the name that Jameson decided to give to it," Robbie replied.

"Well it's going to be a short lived name," Peter replied. "The thing is long gone."

"There are still reports of sightings of a male and female Venom all around town though," Robbie said. "Apparently they killed six members of a teenage gang last night."

"Thanks Robbie, I'll look into it," Peter said.

Peter dashed out of the office and changed into his costume

"Now I've got to take care of Eddie and Ann before they kill anybody else." Peter muttered to himself. "I know Eddie's got the right idea in trying to stop gang violence and the like, he just goes about meeting out justice the wrong way."

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However, neither Eddie nor Ann were very interested in justice at that time. Following the battle with Carnage, Spiderman and Ironman they had returned to Ann's apartment. Where they planned to lie low for a little while and work on a plan of attack. Eddie and Ann were in the living room.

"Why did you come back to New York?" Ann asked.

"We missed you," Eddie replied, then catching himself and correcting, "I missed you."

"Was it me?" Ann asked. "Or was it also the spider?"

Eddie knew he couldn't lie to his wife. "It was also the spider," he admitted.

"The spider has caused us nothing but trouble," Ann said.

"We know," Eddie said. "But we can't kill it."

"Maybe you cannot Eddie," Ann said as she shifted into symbiote form. "But **_we_ **can!"

"You don't know how to deal with the spider," Eddie said. "He's very tricky."

"You underestimate the female mind and how it can mess with men," Ann replied. "We will defeat the spider, with or without you Eddie."

Before Eddie could say anything she left out the window. He quickly jumped out and tried to follow

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Lots of unanswered questions, and lots of revenge to be dished out. Find out what happens in the next chapter.


	7. Chapter 7

**Chapter 7**

Peter swung around town just trying to get his head clear. It wasn't the first time that Jameson had been in a bad mood and fired Peter for not providing any decent photos of Spiderman and it likely would not be the last.

Just then Peter spotted something on a nearby roof. He changed his direction and swung to land up on the roof.

"Do I even want to know just what you're up to?" Peter asked Ann Weying as he came to a jogging halt on the roof.

Ann was standing on the roof by herself. The symbiote costume was covering everything but her face.

"We're here to talk to you Peter," Ann replied.

Peter glanced about nervously expecting Venom to come flying out of nowhere at any second. "I guess we can talk," Peter said.

"We have no qualm with you," Ann said. "That is between you and Eddie."

"Well, you will have to forgive me for not believing you," Peter said. "You did kidnap my wife and try to kill me."

"Eddie tricked us into doing that," Ann responded. "He told us that you tried to kill me."

"Well from his twisted perspective I can see how that might be true." Peter muttered. "But why should I trust you? You haven't exactly acted in good faith."

"You're right," Ann replied. "For all you know we could be distracting you so that Eddie can ambush you."

"The thought did cross my mind," Peter admitted.

"Well that is not the case," Ann replied. "Personally I feel that this fight between you and Eddie needs to come to an end, and I'm willing to help you end it."

"What do you mean?" Peter asked.

"Eddie has the potential to do a lot of good," Ann replied. "But every time he gets his act together he gets distracted by some ridiculous need to get back at you for ruining his journalistic career. He ruined my career as a lawyer and you don't see me going after him."

"Can you please get to the point?" Peter demanded irritably.

"Alright, if you want to be all business fine." Ann said. "As you may know, all symbiotes can forcibly remove each other from their hosts. I can do this to Eddie, but I first need your help to weaken him."

"How do I know I can trust you?" Peter asked. "Like I said, you haven't exactly put yourself in my good books lately."

"I think you can appreciate the position that I'm in here," Ann said. "I have to walk a very fine line to stop Eddie from being suspicious."

"Point taken," Peter said. "So what exactly did you have in mind?"

"In about five minutes Eddie will show up here looking for me." Ann said. "You fight him, I'll come in and intervene your behalf after you've weakened Eddie enough."

"Why do I have to do all the dirty work?" Peter asked.

"If I start fighting with Eddie he will know what I'm trying to do," Ann replied. "And he's still strong enough to rip off my symbiote."

"Fair enough," Peter said. "But this better not be a double cross."

"You can keep distracting yourself with notions of being double crossed, but they'll only distract you from your fight with Eddie and he will end up beating you." Ann said as her symbiote covered her face once again and she gave an evil toothy grin. "Besides, if we cross you, you won't live long enough anyway."

That ominous departure message left Peter with a bad feeling in his stomach as She-Venom hopped over the ledge of the roof and dropped down. Peter ran to the edge to find out where she had gone but she was nowhere to be seen.

"This isn't going to end well, regardless of what happens," Peter muttered to himself as he stood there looking down with his hand on his hips.

"Well, well, well, what do we have here?" a menacing voice behind Peter said.

"What do you want Venom?" Peter asked exasperatedly as he turned around.

"Well we were looking for our wife, but we'll first rip you to pieces and give your still beating heart to her as a present." Venom threatened.

"Man, you've got some serious issues," Peter commented. "Then again you've got a pretty screwed up wife too."

Venom growled and then threw himself at Spiderman. Peter ducked underneath and rolled to his feet.

"You're gonna need to be quicker than that," Peter said.

Venom responded by blasting Peter with his own webbing, and yanking Spiderman towards him. Venom reached out with a massive fist that connect full force with Spiderman just as he got within range send him tumbling several times till he hit the edge of the building.

"Oh man, I gotta be more careful," Peter groaned as he struggled to his feet.

However Venom was not wasting any time and he was already on top of him. He landed a few hard rights before he picked Spiderman up and lifted him over his head.

"This is where you die, Spider!" Venom snarled as he hurled Peter off the roof down towards the traffic below.

But Peter was quick. He fired his web shooters and they stuck to Venom. Before the surprised symbiote could react Peter yanked sending the hulking monster tumbling down past him at extreme speed. Venom couldn't do anything to slow his fall and he smashed headlong into a transport truck that was driving by. The impact caused the trucks horn to get stuck on creating a lot of loud noise. Peter landed deftly beside Venom who tried to crawl away but was severely weakened by the fall and all the noise. Peter landed several big kicks and punches to further injure the symbiote who was desperately crawling away from all the noise. Suddenly the horn on the truck went out and there was an explosion that sent both Venom flying into Spiderman.

Peter shoved Venom off of himself, the symbiote was desperately trying to reform over Eddie but it was so weakened that it was going to slow. Peter then noticed a shadow that was blocking out the sun. He looked up and found himself staring into the big toothy maw of She-Venom.

"Thank you for the help, Spider," she said grinning for ear to ear. "We wouldn't have been able to do that ourselves. But now your assistance is no longer acquired."

She grabbed him and tossed him aside like he was a rag doll.

"Ann, what, are, you doing?" Eddie asked weakly as he lay on the ground.

"Oh Eddie, Eddie, Eddie," She-Venom chuckled. "Ever since you had your bond with me we've had our own little pact. I was starting to get worried that your other had cheated me."

She placed a hand on Eddie's partially covered chest and began ripping off his symbiote and absorbing it. As she did she seemed to grow bigger till she was almost twice the size that she had been before

"We are whole once more!" She-Venom cackled.

Eddie clutched his chest, the withdrawal pains of losing the symbiote were rapidly taking effect after all these years of being bonded.

"Why?" Eddie managed to groan as he lay on the ground.

"Why?" She-Venom mocked him. "Isn't it obvious Eddie? Or maybe it isn't for you."

Eddie just stared up at her blankly unsure of what she meant.

"You never had any ambition Eddie." She-Venom said. "When you were a reporter at least you had something. But once you gained the other your only ambition was to kill the Spider, something which you have yet to accomplish after all these years. And you couldn't even stay focused with that. You kept gallivanting off across the country to go 'protect the innocent'. Well to put it simply Eddie, we've had enough."

Eddie grunted as he felt a sharp pain in his chest as though he was having a heart attack. He felt his arms get a tingly sensation as he gripped his pectorals.

"What, do you, mean?" He gasped for breath.

The She-Venom mask pulled away and Ann crouched down beside her dead husband, "Eddie, when your symbiote first bonded with me, it finally realized that there is more to life on this planet than revenge. When it was with you, all you ever cared about was getting revenge on those who had committed some transgression against you in the past. But when it bonded with me it saw that there was so much more, and how it's powers could be used in so many other ways. But it was still bonded to you, and it could not leave you with out killing you. Something that it didn't want to do. We made an agreement, the other would stay with you until you killed Spiderman, at which point it would leave you forever. But you failed to kill Spiderman. I waited and waited but it never came. And then when you saved my life by 'spawning' another symbiote, all that happened was that the symbiote split itself in two, hoping that together we would be able to kill Spiderman. But again you managed to screw that up Eddie. And now it has left you forever Eddie."

She stood up, the mask reforming over her face. "And now, we're going to do what you never could accomplish yourself. Hopefully you get to see us disembowel Spiderman before you die!"

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Sorry for the slow update. Stay tuned for the next chapter to see who lives and who dies.


	8. Chapter 8

Chapter 8

She-Venom turned away from her dying husband to face Spiderman. Peter was just managing to pull himself to his feet after getting tossed aside like he was a mere tennis ball. Before he even knew what was going on he found his head in the grasp of a black hand with massive long fingers. Peter struggled to pry them off but they just clenched tighter around his head.

"Struggling will only prolong your suffering," She-Venom snarled at him.

"I'd rather prolong my life than let you end it," Spiderman replied. "I'm a little selfish like that."

She-Venom held up her other hand waving each of her clawed fingers menacingly.

"I'll try to pull out your organs intact," she taunted.

As she thrust her hand forward to stab her clawed fingers into Spiderman's gut, Peter kicked his foot up to knocked her hand aside. He then pulled himself up on her other arm and kicked her in the chest. She-Venom let go of his head as she staggered back a few steps before straightening up. Peter re-adjusted his mask as he looked at She-Venom. He couldn't tell if she was grinning or sneering at him, but either way she was showing him all of her massive sharp teeth.

"Peter," someone called out.

Peter turned his head to see Eddie lying on the ground clutching his chest in pain.

"Be careful," Eddie warned before grunting in pain. "She doesn't care about making you suffer."

Peter turned his attention back to She-Venom.

"Well I can appreciate your straightforwardness," Peter said. "It's much easier when you keep things simple, don't you agree."

She-Venom replied by leaping toward Spiderman trying to stab him with her clawed hands. Spiderman deftly ducked beneath her leap and rolled forward. Without even looking behind he fired his webs at She-Venom and then pulled on them so that she came soaring over his head and smashed into the pavement.

"Man that's gonna hurt just about anyone," Peter remarked.

But before he could do anything else She-Venom sprang to her feet and drove a rib breaking kick into Spiderman, who flew backwards and only barely avoid hitting a parked car.

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Mary-Jane awoke on the couch. A book fell off of her chest as she sat up and rubbed her eyes as they adjusted to the light.

"Peter?" she called out, but no reply came.

Figuring that her husband was probably at work, Mary Jane picked up the remote and turned on the TV to the news channel

"We have reports of a fight between Spiderman and Venom taking place," The reporter said. "We're going to bring you live footage now from a traffic helicopter."

As MJ stared at the screen in horror she saw her husband being grabbed by Venom. He was able to kick his way free and them slam Venom into the pavement, but Venom got right back up and kicked Peter in the ribs sending him sailing.

"Oh my god," MJ murmured bring her hand to her face to bite on her nails.

But when she looked at her hand it wasn't her own. They looked the same as they had last night when MJ had thought she was drunk.

"If that wasn't a drunk daze," MJ said to herself. "Then that means…"

She trailed off and stood still for a moment.

"But it's not trying to control me," MJ noted.

She then looked at the screen. Peter was clutching at his ribs as he struggled to stand up.

"There's no time to figure out how this thing works," MJ said to herself. "Peter needs my help."

She then ran to the window and leapt out. On instinct her arm sprang out and shot a yellow-red tendril that stuck to a nearby building.

"Well at least this thing has an autopilot," Mary Jane commented.

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"You know I thought you were gonna just kill me quick and get it over with," Peter wheezed.

That last blow had definitely broken some ribs and he was having a considerable amount of trouble breathing. He wondered if perhaps he also had a punctured lung.

"We're just trying to be thorough," She-Venom replied. "We wouldn't want to accidently leave you alive. And the best way to be sure of that is to complete immobilize you."

"Well I can't argue with that logic," Peter agreed as he tried to back away slowly, but She-Venom kept on coming towards him.

Suddenly somebody came out of nowhere and tackled She-Venom to the ground. It was Eddie Brock and as he stood up from the tackle he fell right back down to one knee clutching his chest.

"Why are you helping the spider against us?" She-Venom roared angrily.

"Because if I can't kill Parker, then nobody can kill Parker," Eddie said through gritted teeth.

Both Spiderman and She-Venom stared at him. She-Venom's was a look of utter contempt, while Peter's was a stunned look of confusion.

"Don't get me wrong Parker, I don't like you and I won't ever like you," Eddie said. "But I'll admit you do some good stuff. You try and protect innocent people and I can respect that. But one thing is…"

Eddie Brock never got a chance to finish his thought. His face froze in a look of complete shock. She-Venom pulled her clawed hand out of Eddie Brock's back clutching his still beating heart. She held it in front of Eddie's face so he could take a look at it himself.

"Well Eddie, you can't say you died of a broken heart," She-Venom said. "Because it looks pretty intact to us,"

Eddie tried to say something but no words came out. Blood began to slowly trickle out of both corners of his mouth. He gave two quick gasps for breath before he pitched forward and hit the pavement hard, dead before he even hit the ground.

Peter, meanwhile was frozen where he stood. He couldn't believe the carnage that he had just witnessed. It was perhaps the cruelest most inhumane and violent act he had ever seen.

"What, no snappy remark Spider?" She-Venom asked.

Peter made no reply. He just stared down at the body of his former enemy. As bad as Eddie Brock had been, he hadn't deserved this.

"He's dead," Peter muttered, just barely audible.

"Well thank you Captain Obvious," She-Venom taunted.

"You killed him," Peter said looking up at She-Venom.

She-Venom held up the heart and her massive toothy grin somehow widened.

"You killed him!" Peter roared angrily as he charged at her.

He swung his fists and pounded on her chest, but in his weakened state they had absolutely no effect. She-Venom threw Eddie's heart onto the ground where it hit with a sickening splat. She then stomped on it sending blood shooting everywhere with a loud squish. Peter continued to flail his arms at her but She-Venom was completely unfazed. She-Venom smacked Spiderman across the face with a backhand blow and he staggered backwards several steps before he fell down into a seated position and clutched at his shattered ribs gasping for breath.

She-Venom stood over Spiderman and splayed her fingers as they got longer. Just as she went to rip Spiderman open something red and yellow came out of seemingly nowhere and tackled She-Venom to ground. There was a brief scuffle before She-Venom got tossed aside into a car and the new comer walked over to Peter.

Peter realized that it was the symbiote that had possessed MJ standing before him. Despite its non threatening stance, Peter couldn't help but feel uncomfortable.

"Peter are you alright," the symbiote possessed person asked. "I got here as quick as I could."

"MJ?" Peter asked cautiously thinking he recognized the voice of his wife.

The mask retracted to reveal MJ's face behind it.

"Peter what happened?" MJ asked.

But Peter knew he didn't have time to explain.

"MJ behind you." Peter warned her.

MJ turned around and soon found herself grasped in She-Venom's claws.

"You should have made sure that we were down and out before going to help your husband," She-Venom said.

MJ struggled to get free of She-Venom's grasp but to no avail.

"I've been meaning to take care of something," She-Venom commented. "My ex-husband thought that this symbiote would be a great way to torture you spider, but I always thought it would be more of a problem than it was worth. It looks like I was right."

With that said she began to forcibly rip the symbiote off of MJ. MJ struggled to fight She-Venom off but without the symbiote she was just a normal woman and she couldn't do anything. Once She-Venom had ripped the symbiote off completely she absorbed it into her own and she seemed to get just a little bit bigger once more. She let go of MJ, who fell to the ground.

"And now you get to find out what we do to people who interfere in our business," She-Venom snarled down at MJ.

But before she could do anything Spiderman launched himself at her feet first driving her away from his wife. By the time she got up, the webslinger had grabbed his wife and gotten away.

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_Wow an update. First one in quite a while, and a rather gory one at that too. Hope you guys like it and I hope anybody who's still reading this write a review._


	9. Chapter 9

Chapter 9

Peter set Mary-Jane down as he dropped to the ground in a back alley several blocks away. He then collapsed to the ground in pain and exhaustion.

"Peter, are you alright?" MJ asked her voice full of worry.

Peter wheezed for breath and groaned. "No, I definitely need a doctor."

"Well what can we do?" MJ asked. "We can't take you to a hospital."

Peter lay back and closed his eyes for a moment thinking of what to do.

"Perhaps Dr. Connors can help," Peter replied.

"Well can you still walk?" MJ inquired.

Peter grabbed an eaves pipe on a nearby wall and used it to help himself to his feet.

"I can walk, but it hurts," Peter grunted.

"Alright put this on to cover yourself up," MJ said pulling a dirty moth eaten blanket out of a dumpster.

Peter draped the blanket over his shoulder and MJ helped him walk out to the sidewalk where they flagged down a taxi.

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She-Venom roared in frustration that Spiderman had managed to escape. If it had not been for that symbiote that her ex-husband had insisted on having possess Spiderman's wife, Spiderman would be dead and disemboweled already. But Spiderman's wife had interfered and while She-Venom had removed that threat, it had been enough of a distraction for Spiderman to get away. In her rage She-Venom began smashing everything in sight. Since all the civilians had run away from the fight between She-Venom and Spiderman, there was only various vehicles for She-Venom to smash, which she did with a vigour. But before long, there was the sound of multiple sirens and over a dozen police cruisers showed up at the scene.

Ann could feel the noise of all the sirens weakening her Symbiote, but it was very significant, yet. But the noise grew louder as all the officer began yelling at her through megaphones. Ann couldn't make out what they were saying, but the noise was driving the symbiote mad, it began to recede off of her. She fell to the ground covering her ears against the loud noise. Suddenly she could hear screams of terror in the air and yells of confusion over the megaphones and then suddenly the noise died out. There were still a few sirens but they suddenly just died out.

The symbiote slowly began to cover Ann once more and she could feel the strength it gave her returning. She sprang to her feet and looked around. All of the police officers lay dead on the ground, their police cruisers destroyed. But Ann couldn't see the source of all this destruction.

She heard a chuckle of laughter behind her and she spun around to see Carnage standing over the body of her ex-husband.

"That's some nice work there," Carnage commented.

"We're going to assume you took care of all those police officers," She-Venom said ignoring Carnage's comment.

"That I did," Carnage replied looking up and walking over to She-Venom. "You looked like you could use a little help."

"And why would you help us?" She-Venom asked.

"Well clearly you've decided to branch out from your former husband," Carnage said indicating Eddie Brock's dead body. "So I figure that might mean we could work together."

"If you mean working together to take out the spider, no thanks," She-Venom replied. "We are capable of dealing with him quite alright ourselves."

"Oh I don't doubt that," Carnage said. "You were doing quite alright against him and he just escaped by luck after he got a little help."

"So why would we need your help?" She-Venom asked.

"Well Spiderman has allies," Carnage said. "And in his weakened state you can almost guarantee that he'll turn to them for help. Especially Ironman."

She-Venom stood there for a moment considering Carnage's statement.

"So what are you proposing?" She-Venom inquired.

Carnage grinned, "We should work together to take out Spiderman," Carnage replied. "But to do that we should preemptively take out his allies."

"That is reasonable idea," She-Venom replied. "We should start with Ironman, he is the most dangerous ally of them all."

"He is dangerous," Carnage agreed. "But so is the Human Torch. I think that you should let me deal with Ironman while you deal with the Human Torch."

She-Venom stared at him for a moment as she accessed the symbiote's memories.

"We agree," She-Venom said finally.

"Alright then," Carnage grinned. "I'll meet to you in Central Park at midnight tomorrow. Ironman will be dead by then. For your sake you'd better hope that the Human Torch is dead. I don't like people reneging on deals they make with me."

With that Carnage launched a red tendril and swung away.

Ann then had the mask retract from her face and she knelt down beside her dead ex-husband's body.

"It's probably driving you mad somewhere that we're working with perhaps your biggest enemy after the spider," Ann said. "But just with everything else wrong with your life Eddie, your feud with Carnage was a symptom of your own delusions."

Ann stood up and the mask retracted over her face once more.

"But just because we're working with him doesn't mean that we trust him," She-Venom said to herself.

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Tony Stark turned on the shower and turned around to strip down. While the Ironman suit was climate controlled to keep him comfortable, it didn't stop him from sweating entirely and he always stank after taking it off. Normally he'd take a quick cold shower but Stark decided to give himself the luxury of a warm shower today.

As stark made sure he had a towel ready for when he was done, he failed to notice the door to the bathroom open, and unless he had infrared vision he didn't see the figure you slipped in. Stark grabbed his bottle of shampoo and stepped into the shower.

When he was done Stark turned off the shower and reached for his towel but for some reason it wasn't there. Dripping wet he stepped out of the shower and looked around but he couldn't see his towel anywhere.

"Looking for this?" a voice asked _**above**_ him.

Startled Stark spun around and looked up and was shocked to see Spiderman's nemesis Carnage crouched on the ceiling holding his towel.

"What are you…" Stark started to demand, but Carnage cut him off as part of his symbiote covered him mouth.

"Uh, uh, uh," Carnage said with sardonic glee. "We wouldn't want you alerting anyone now would we."

Stark gave Carnage a confused look, but that quickly changed to one of surprise and then horror as he felt the symbiote begin to snake down his throat. He could feel the symbiote making its way through his body towards his heart. He clutched at his chest as the symbiote contracted around his heart causing it to stop. Carnage continued to look at him with a sadistic grin spread across his Jack O' Lantern-esque face. Slowly Stark's vision faded to black, after that that he heard the sound of foot steps walking out across the wet floor. After that he heard and saw nothing more.

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Dr. Connors and Mary Jane removed their rubber gloves. They had just finished some very risky surgery on Peter to re-inflate his lung which had been punctured by one of his broken ribs. Mary Jane had to help because Connors only had one arm. Connors had guided her through the process helping as much as he could.

"How long until he recovers?" Mary Jane asked Connor's her voice full of worry.

"I don't really know," Connors admitted. "His powers increase his healing process, as I'm sure you are well aware. A normal healthy person would probably take two months to recover from injuries like this. But with Peter I wouldn't be surprised if he was up and going after just a week."

"We may not have a week," Mary Jane said.

"I think that you and Peter should leave New York," Doctor Connors said. "Even if it's only until Peter is better again. If this She-Venom is that intent on killing Peter he'll be safer if you take him elsewhere."

"You're right Doctor Connors," Mary Jane agreed. "But knowing Peter, as soon as he's able to walk which will probably be in a day, he's gonna be coming back here to face her."

"Unfortunately I think you're right," Connors said. "I've given him enough sedatives to keep a normal person out for several hours. You can borrow my car, but you need to get Peter out of the city and soon."

Connors reached into the pocket and pulled out his keys and handed them to MJ.

"Thank you so much Doctor Connors how can we ever repay you?" Mary Jane asked.

"You don't need to worry about it," Connors replied. "Peter has already helped me so much; it's the least that _**I**_ can do to repay _**him**_."

Mary Jane nodded and the two of them then picked Peter up and carried him down to the car.

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Ann Weying sat on a building across the street from the Baxter Building, watching for some sign of the Human Torch.

"You look like you could use a hand there," a voice behind her said.

Ann spun around to see Carnage standing behind her. She quickly had the symbiote envelope her body in reaction.

"Don't you have somewhere else to be?" She-Venom asked rudely.

"I've already taken care of business," Carnage said.

"That seems a little too quick to be true," She-Venom said doubtfully.

"Oh, yeah?" Carnage said pulling out a portable radio.

He clicked it on and scrolled down the dial until he got the channel he wanted.

"…Tony Stark was found dead today in his bathroom, the cause an apparent heart attack." The newscaster on the radio said. "The billionaire had apparently been showering…"

"So you killed him while he was showering, that's not very honourable," She-Venom said.

"Who needs honour?" Carnage said. "We live in a results driven world."

She-Venom stared at him for what seemed like an eternity. Carnage thought perhaps she was going to lash out at him angrily over what he'd said. He tensed up under her gaze his symbiote twitching.

"You're probably right," She-Venom said simply.

With that Carnage felt himself relax, and as soon as he did She-Venom grabbed him by the throat.

"Now you listen up," She-Venom warned him. "We don't need your help, we are working with you because it is beneficial to both of us and we have a common enemy. But don't think for one minute that we won't rip out your own guts and feed them to you and devour your brains."

"Alright, Alright," Carnage croaked trying to pry her hands off his throat.

"In fact if we ripped off your symbiote and reabsorbed it, we could probably be powerful enough to take on all of the Fantastic Four on our own," She-Venom mused.

"But you'd still be out numbered four to one," Carnage squeaked as he was gasping for breath.

She-Venom held him for a few more seconds before finally letting go.

"You've made yourself useful, at least for a little while," She-Venom said. "Make sure it stays that way or I won't hesitate to kill you."

Carnage rubbed his throat wondering if maybe Eddie wasn't so bad after all. Ann seemed a great deal stronger than Eddie and he definitely feared her power. But as long as she found him useful she'd let him be, which was better than Eddie, who tried to kill him every chance he got. Carnage decided it wasn't worth worrying about which one was Venom. He just had to try and stay alive long enough for her to forget him, or for him to take her out himself.

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_Well it seems like Ann is __more violent than Carnage. Let's see what the two end up doing to the Fantastic Four in the next chapter. I can promise you this, it won't be pretty. And we'll also find out if Peter can recover in time to help out._

_Oh and in case anyone was wondering, Ironman is dead for sure. He's not coming back._


	10. Chapter 10

Chapter 10

Peter groaned and tried to pick himself up but found that the slightest movement caused him immense amounts of pain. Resigning himself to lying still for a while he glanced around taking in his surroundings. He seemed to be in the back seat of a car and the car was travelling. Peter glanced down at himself. He was no longer in his costume but was in an unfamiliar shirt and pants. Slowly Peter propped himself up with his elbows to see if he could tell where he was, and also who was in the car with him. Looking out the opposite window, all Peter could tell was that he was no longer in New York. He painfully tilted his head to the side to take a look at the driver. The familiar red hair spilling over the headrest was all he needed to see to know he was in good hands.

"Where are we MJ?" Peter asked.

"You're awake already," MJ asked glancing at him in the rear view mirror.

"Yeah," Peter grunted as he shifted position to prop himself up against the door. "Now where are we?"

"Try not move too much, I'm not too confident in the strength of the stitches holding your chest closed," MJ said, ignoring his question for a second time.

Peter sighed and ran his hand over his chest and he could feel the stitches.

"Mary Jane, for the last time, where are we?" Peter asked as forcefully as he could, which in his current state was not very threatening.

MJ sighed, "I'm getting you away from New York Peter. You had punctured lung, you are in no condition to be fighting anyone, you need to rest."

Peter groaned as he shifted yet again.

"MJ, She-Venom is still on the loose and God knows what else is going on, I need to get back there and stop her." Peter argued.

"No Peter, you are in no condition to stop anyone, let someone else handle this like Tony or Fantastic Four." Mary Jane said, "Now lie back down and go back to sleep."

"I can't," Peter replied. "Can you turn on the radio so I can at least hear the news just so I can hear what's going on."

MJ sighed, but she relented and turned on the radio and then dialled it over to one of the all news stations.

"...that billionaire Tony Stark was found dead of an apparent heart attack late last night. His body was found in the shower; apparently he just collapsed after showering. Stark was known to have heart issue. It was thought that he had recovered but apparently not..."

MJ switched the radio off, not wanting to hear anymore.

"MJ turn the car around," Peter said quietly but firmly.

"No," MJ said as she gripped the steering wheel tighter and stared straight ahead.

"MJ, Tony is dead. I don't know how but I'm pretty sure he didn't die of a heart attack," Peter said.

"We're not going back," MJ interrupted.

"MJ, I am the only person who can stop this," Peter argued.

"No Peter," MJ said turning around and yelling at him. "I will not take you back there so that you can just run off and die. I will not let that happen."

At that Peter shut up. MJ turned back around and was looking at the road again.

"You think you're the only one who can deal with these situations, and while it's admirable Peter, it's suicidal. One of these days you're gonna get yourself killed, and do you have any idea what that's gonna do to me."

"I'm sorry MJ," Peter said. "It's just I feel responsible for..."

"Well you need to stop it," MJ said. "Every little thing that goes wrong in the city you feel responsible for, but you're ducking your true responsibility, to me your wife. You know I can't help but feel like you do all this to avoid me."

Peter was stunned, he had absolutely no idea that MJ felt that way.

"MJ, I had no idea you felt that way..." Peter tried to apologize.

"Well I do feel that way! And I keep it all bottled up inside because I know that very few people can do the things you do. I'm not surprised you had no idea, and it's my fault. I probably should have voiced my concerns. As much as I'd like you not to go out there and risk your life, I know you have to. But there is no reason why you should be doing it so soon after having surgery."

"You're right," Peter admitted. "I'm in no condition to be going after She-Venom."

Finally Mary Jane seemed to relax.

"So where are we going?" Peter asked.

"Delaware."

"**DELAWARE?**"

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Ann and Cletus were wandering the halls of the Baxter Building. Surprisingly walking in through the front door was the easiest way in. Granted both had used their symbiotes to disguise themselves as Reed Richards and Sue Storm. As they neared the research laboratories security was tighter and they had left a trail of dead bodies. Eventually they reached one particular lab that Ann felt they had to visit.

Cletus was incredibly anxious and was flexing his fingers repeatedly little bits of his symbiote were spurting out and then retracting back underneath his skin. Meanwhile Ann was skimming over files on a computer.

"What exactly are you looking for?" Cletus asked.

"Anything that can help us," Ann replied. "Why should they get the advantage of having all this advanced technology?"

Cletus shrugged and then wandered over the door to keep watch.

"Aha!" Ann declared getting up from the computer and running over to a refrigerator.

"What did you find?" Cassidy asked

Ann didn't reply but looked through a series of tubes in the fridge until she found one she wanted. She pulled it out and stuck it in a hypodermic needle and injected herself. She then grabbed another one and injected herself. She then collapsed to the ground, the symbiote spreading out and covering her and going all over the floor as it kept on growing.

"What the hell did you just inject yourself with?" Cletus demanded as his symbiote enveloped him defensively.

In response the symbiote slithered towards Cletus.

"What the fuck?" Cletus yelled

The symbiote reached Cletus' feet and began pulling the symbiote off of him. Cletus tried to pull away but the symbiote grew more and held him down by his arms and legs pulling his symbiote off completely, leaving Cassidy naked.

"What the hell did you do?" Cassidy asked his voice now high with panic.

Ann finally pulled herself up off the ground, the symbiote completely covering her yet small blobs were dripping off and falling to the floor where they spread.

"That's much better," She-Venom said, her tongue licking her oversized teeth.

A thick tentacles shoot off of her body from her shoulder and lifted Cletus Cassidy into the air and held him inches away from She-Venom's face.

"Spiderman has many allies," She-Venom said. "But what will he do when all of his allies are against him and controlled by me?"

"Controlled by you?" Cassidy asked as he thrashed about trying to break free.

"Can't you feel it?" She-Venom laughed. "We are growing, exponentially. Soon we'll be able to possess others and turn them against Spiderman. But not you Cassidy. No. You're a threat. You know too much. Unfortunately you've lost your usefulness."

Cassidy continued to struggle against the tentacles and She-Venom formed a wicked looking blade with her hand.

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It has been a long on heck of a long time between updates. I do apologize for anyone that was a little upset by this. And yes I am going off on a bit of a Web of Shadows bit here, it's what inspired me to continue writing this. As always comments are appreciated.


	11. Chapter 11

Chapter 11

MJ pulled the car into a roadside motel. Unfortunately traffic had been terrible on their way through New Jersey because of construction. They had made it just passed Wilmington, but MJ's cousin was in Seaford. It was late and MJ decided that Peter needed to spend the night in a proper bed. Even a crummy motel bed would be better than the back seat of a car.

After MJ had gotten a room, she helped Peter inside and onto the bed.

"Wait here," MJ ordered him. "I'm going to go get food for us, I saw a Diner not that far back. Do you want anything in particular."

Peter shook his head. After MJ left he was staring at the stained ceiling and he could hear the sound of a couple very enthusiastically going at it a few rooms away. However his mind kept wandering back to that report on the radio, that Tony Stark was dead. Needing to know more Peter looked to the bedside stand for the remote to the TV but it wasn't there, he looked around as best as he could without moving. He spotted the remove on top of the TV. Peter tried to get up but he was still in too much pain.

Silently praying that Mary Jane also brought back some painkillers he rolled up his sleeve to look at his web shooters and check how much fluid he had. With practiced ease he pointed his wrist, shot a web at the remote and yanked it back to him.

Turning the TV on he changed the channel to the News.

"and once more, Police are now investigating the death of billionaire Tony Stark after reports stated that there was no medical reason for him to have a heart attack. Labs are still pending on a toxic screen, and many are wondering if perhaps Mr. Stark was poisoned."

"Poisoned?" Peter muttered to himself. "Kraven's the only one who would use poison, but what did he have against Stark?"

Peter was running through these questions when he heard keys at the door. He quickly shut the TV off and hid the remote under the bed. A split second later MJ came in carrying a brown paper bag and a large Styrofoam container.

"You didn't happen to pick up some painkillers?" Peter asked.

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"We've got a security breach in the laboratories!" an armed S.H.I.E.L.D officer stated. "We've got to get the intruder contained!'

Sue Storm, the Invisible Woman, and also the only member of the Fantastic Four currently at the Baxter Building stepped past him.

"Do we have any idea who the intruder is?" She asked.

"Negative," the agent replied. "All surveillance equipment is currently off-line."

"Well it doesn't really matter," Sue said. "I'll go up there and contain them."

As Sue stepped out of the elevator along with a half dozen armed guards things seemed, off. It was quiet in the hallways and although Sue had sort of been expecting that, whoever had snuck in obviously didn't want to be seen so they were probably hiding. However the door all seemed locked and Sue didn't notice any disturbances. Slowly she led the way down the hallway. Reed's lab was near the end and Sue guessed that the thief probably was most interested in something Reed had been working on. As they walked past the various doors nobody noticed the black liquid that started seeping out from underneath all of the door and following them. Finally they reached the laboratory and cautiously the door was pushed open.

As Sue stepped into the room the black liquid rose up like a tidal wave. Before Sue or any of the S.H.I.E.L.D. members with her could react, they were swamped. All of them struggled against the sticky substance but within seconds it had forced them all to the ground. Sue tried to erect a force field around herself to force whatever it was off, but she could feel something invading her mind. Her concentration was broken and she failed to raise a force field. She struggled against it trying to pull it off with her hands, but to no avail.

At that point a figure walked into the room. Sue couldn't see well as her eyes were getting bits of the black goo in it. She wiped at them with her hand and blinked a lot to try and get rid of it. The figure bent down next to Sue and despite her blurry vision the invisible woman could easily make out the face of the figure leaning next to her.

"Venom?" Sue choked out, her voice raspy as though something was caught in her throat, which it currently felt like something was caught there.

"Not quite," the figure said in a female voice surprising Sue.

Sue then remember the recent news, however she hadn't really been paying too much attention since Reed had been worrying about something going on in the Negative Zone that could have ended the world. Reed had taken Ben and the two of them had gone off to the Negative Zone while Sue and Johnny stayed behind. But now Sue remembered hearing the news reports about a female Venom.

"What... are..." Sue tried to say.

"Shhh," She-Venom interrupted. "Don't fight it, embrace the power that the symbiote grants you."

Sue continued to struggled.

"Alright if you want to do it the hard way," She-Venom said.

She smacked Sue across the face with a powerful backhand knocking her out. The symbiote quickly spread across Sue's body wrapping her in inky blackness. She-Venom stroked he clawed hand across Sue's symbiote covered face like a mother soothing their child.

"Soon your powers will be adopted in our being, and when you awaken you will find yourself more powerful than you ever thought possible Sue Storm."

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Peter was incredibly restless, he knew that he needed rest, that he should feel tired, but he did not. He lay awake in bed, Mary Jane sleeping soundly beside him, a small smile upon her lips, wearing nothing but her underwear. However despite how peaceful and appealing his wife looked Peter's mind was much too worried about She-Venom and what was going on back in New York.

As Peter lay awake staring once more at the stained ceiling tiles, wondering if perhaps he was going crazy because the stain patterns were starting to look like various animal, he heard a low buzzing noise from the bedside table. Seeing the vibrating cell-phone he reached over, grabbed it, and flipped it open in a single motion.

"Hello?" Peter whispered.

"Peter, are you okay?" a worried female voice said on the other end.

"I'm fine, but who is this?" Peter asked.

"Peter it's me Felicia." The voice replied.

Peter sighed with relief. Felicia Harding, the Black cat, was someone he figured he could trust, and also someone he felt he could rely on to keep him informed on what was happening in New York.

"Look I gotta keep it quiet Felicia because MJ is sleeping right beside me," Peter whispered.

Peter could a short snort on the other line. Peter knew that Cat was jealous of MJ.

"Why can't you go into another room?" Cat asked.

"I can't really move much right now. I recently had some surgery to re-inflate my lungs." Peter replied.

"Surgery? Where are you Peter, I'm coming to see you right now," Felicia said her voice filled with worry.

"Felicia we both know that you shouldn't do that. Besides I'm in a motel room somewhere in Delaware." Peter replied.

"Delaware?!"

"Yeah, that was my reaction." Peter chuckled softly. "MJ decided I needed to be taken away from New York so I could recover. And it's not like she's wrong but I'd rather be back in New York."

"What exactly happened Peter?" Felicia asked. "I'd like to help but I need to know what happened."

"Well as I'm sure you have been aware Venom had been running around with a female counterpart, who is his ex-wife Ann Weying."

"How... creepy," Felicia commented.

"It gets more interesting." Peter said. "I ran into Ann while out last evening and she made me a deal, it seemed like she was looking to take Eddie down as well, she said she had no desire to kill me."

"It was a setup?"

"Not quite, she was looking to take Eddie out so she could make her own symbiote more powerful, but once I had inadvertently helped her accomplish that, well let's just say I wasn't worth keeping alive after that. I was already in bad shape after my scrap with Venom so I was basically a punch bag, until MJ came and saved me."

"MJ saved you?" Felicia asked doubtful.

"That symbiote Scream? That was MJ," Peter explained. "It was some ploy by Venom to spawn a symbiote to take over MJ and have her attack me, but it backfired and MJ was able to control it. But She-Venom soon literally ripped the symbiote off of her. That's when I jumped in and took her out. But I ended up hurting myself. MJ took me to see Curt Connors and the two of them patched me up, and now I'm recuperating in a motel room in Delaware."

"That's quite a story," Felicia said. "Is there anything I can do to help?"

Peter thought for a moment.

"I don't know exactly why, but I've got this odd feeling that something very bad is going to happen and She-Venom is going to be behind it. I want you to keep me informed of what is going on in New York." Peter said.

"Keep you informed?" Felicia asked indignantly. "That's it? Peter I'm a big girl. I think I can beat She-Venom if we have a little _cat_-fight."

"While I appreciate the pun, I don't think you know how dangerous she is," Peter said. "Look I'm not arguing with you. I don't want to wake MJ up. But I want to know what's going on. If anything bad happens I'm coming back to New York."

"Peter, if you just had you chest cut open you should stay in Delaware." Felicia said. "Don't worry I'll handle She-Venom while you're gone."

"Felicia I..." Peter started to say, but the line went dead.

Peter snapped the phone shut and then stuck it back on the nightstand.

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Yep another update. Next one might be a week or two in coming as I'm going to be a little busy coming up. But I might get one sooner than that. As always comments and questions are welcomed. I do my best to reply to all of you.


	12. Chapter 12

Chapter 12

Peter was none too pleased to be smothered by MJ's cousin and her family who were so happy to see them for the first time since their wedding. Peter was extremely grateful when MJ got them to take her out to see the sights of Seaford, Delaware so that he could get some rest. And Peter felt he could use the rest. Dealing with MJ's family was more exhausting than battling a dozen super-villains all at once. Peter was a little shocked at the thought and jokingly told himself that he hoped She-Venom didn't kidnap MJ's relatives and lock them in the same room as him.

Just as Peter was dozing off, his cell phone rang. Peter reached over and grabbed it and checked the number. He recognized it as being Felicia's and he flipped it open.

"Felicia, is something wrong?" Peter asked.

"I don't know." Felicia replied. "About an hour ago I noticed the S.H.I.E.L.D. Helicarrier moving over New York. Of course that's not much of an accomplishment. It's now come to stop over top of the Baxter Building."

Peter frowned, he knew the Baxter Building was the home of the Fantastic Four. Perhaps there was some problem going on that went beyond She-Venom.

"Where are you now Felicia?" Peter asked as he propped himself up on a pillow.

"I'm on a rooftop looking out at the Baxter Building trying to see what's going on." Felicia replied. "It's quiet though. I haven't seen much go on except about a half dozen shield drop ships land on the Baxter Building's roof."

"What about the Fantastic Four? Have you seen them?" Peter asked.

"Nothing, I've been trying to listen in, and as far as I know Reed and Ben are in some place called the Negative Zone, Johnny was spotted womanizing last night so my guess is that he's currently just sobering up. Sue is supposedly inside." Felicia reported.

"It's definitely a weird situation," Peter commented. "You don't need to hang around there, I mean you probably..."

"No I'm going to hang around here," Felicia interrupted. "Something is going on. S.H.I.E.L.D. doesn't just show up in the Helicarrier without a good reason."

"S.H.I.E.L.D. can probably handle whatever is going on there Felicia," Peter said. "She-Venom is still out there somewhere and she is dangerous. I have no idea what she might do next."

"Peter, she won't try anything while S.H.I.E.L.D. has such a visible presence." Felicia replied. "When they're around everyone knows that the Avengers aren't far away."

Peter was sceptical, Ann had never dealt with S.H.I.E.L.D. in the past or the Avengers. And if they were tied up with another problem they might underestimate her and not deal with any problems immediately. While Peter was mulling this over Felicia interrupted him.

"Looks like Johnny just got back," Felicia said. "I gotta go I'll call you this evening with an update."

Before Peter could protest or even say another word, Felicia had hung up.

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Felicia stood watching as Johnny Storm, the Human Torch left a flaming trail behind him and he streaked towards the roof of the Baxter Building. Judging by the speed with which he flew and his body language, Felicia guessed that something had happened to Sue. However as much as she wanted to get closer and find out what exactly was going on, she wasn't exactly on the best of terms with S.H.I.E.L.D. so moving closer probably wasn't the best idea. Instead she decided to remain where she was and wait and see what unfolded.

No more than fifteen minute had passed before there was the sound of shattering glass and Johnny came flying out the window. It took Felicia a second but she realized that Johnny was hurt and probably couldn't fly. She fired her grappling hook and swung into action easily catching the Human Torch and landing with her known cat-like grace on a nearby roof-top. She lay Johnny down and gently tapped his face to try and wake him up.

"Well if this is heaven then I'm glad I'm dead," Johnny mumbled as he opened his eyes.

"I'm flattered," Felicia said. "But fortunately you're not dead."

"Even better," Johnny said. "Although it is a little embarrassing needing to be saved by a woman as beautiful as you."

"As much as I appreciate your flirting with me, you just got thrown out of a thirtieth story window. Aren't you a little worried that whoever did that might come and make sure you're dead?" Felicia asked.

Johnny achingly picked himself up, a very worried look on his face.

"Oh wait, Sue!" He exclaimed as he looked over towards the Baxter Building.

"What about her?" Felicia asked.

"I don't know if she's okay, they told me something had happened in Reed's lab. I got here as quick as I could. All of the S.H.I.E.L.D. guys have turned into these black monsters though." Johnny replied.

"Black monsters?" Felicia inquired, even more confused than before.

"Yeah, black monsters, with big sharp teeth," Johnny confirmed.

Felicia looked past Johnny and saw something that made her heart stop in her chest for a second.

"You mean like that?" Felicia asked.

Johnny spun around to see what she was looking at. Climbing up from the wall on to the roof was at least eight black humanoid creatures, black tendrils writhed around their bodies. Their faces were featureless except for large white patches similar to those on an orca whale that seemed to double as an eye, and large gaping mouths full of teeth.

Johnny stuck his arms in front of Black Cat protectively.

"You gotta get out of here," Johnny said. "I'll hold them off."

"I can take care of myself," Felicia said.

"Unless you've got some kind of flame power like I do, no you don't. I watched these things kill Captain America."

Felicia was stunned. Captain America was dead? That couldn't be possible.

"He got sliced in half by his own shield." Johnny said answering her unasked question of how Captain America had been killed.

However Cat was so shocked she still didn't move. More of the creatures climbed up and onto the roof.

"GO!" Johnny yelled.

Cat still did not move. Whatever these things were they seemed unstoppable. The creatures were almost right on top of Black Cat and the Human Torch.

"Flame on!" Johnny yelled as he ignited into flame.

He began blasting away at the creatures and they scurried away from the raging inferno. The intense heat snapped Felicia out of her stupor. She fired her grappling hook and swung away. Johnny watched and once he was certain Felicia was safe he turned to fly off himself but he ran into an invisible wall. He turned but found himself trapped in mid air. Johnny looked around trying to find what was doing this to him; the only thing he knew that could do this was his sister Sue.

"**Leaving so soon Johnny?**" a voice asked.

Johnny quickly spotted the source of the voice. It was another creature, but this one looked different from the other ones. This one was clearly female and while it had the similar white patches for eyes, it also had several white tentacles sprouting out of its head going down to its shoulders almost like hair. It also had blue patches mixed in with the black all over its body.

"Sue?" Johnny asked in disbelief.

"**What? Don't you recognize your sister?**" the creature replied.

"What the hell is going on?" Johnny demanded as he futilely tried to break through the invisible force field that held him. "What have you done to Sue?"

"**I'm perfectly fine Johnny**," the creature replied. "**In fact I'm better than ever. I've become so much more powerful now**."

"The Sue I know wouldn't be doing this," Johnny retorted. "The Sue **I** know doesn't care about power."

In reply Johnny felt himself pushed from above and he barely had time to brace himself as he was slammed into the ground.

"The Sue that I know wouldn't do **that** to her brother," Johnny said as he spat a tooth out of his mouth.

"**I'm only doing this for your own good Johnny**," she replied.

Johnny felt the force field holding him in place vanish. He looked up at the creature that claimed to be his sister. It was impossible to read its face which was stuck in a permanent grin. Johnny slowly picked himself up off the ground when he realized that he was completely surrounded by dozens of the black creatures.

"Flame on!" Johnny grunted as his body burst into flame.

As the creature that used to be his sister watched the other creature flung themselves at Johnny seemingly uncaring about the flames covering his body. Johnny was able to burn the first few away, but he was in such a weakened state that they soon piled onto him and he was buried under ten or so of the creatures.

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"Shit, shit, shit, shit, shit, shit, shit," Black Cat muttered to herself as she scampered from rooftop to rooftop. "I gotta call Peter."

She grabbed pulled her cell phone out and hit the speed dial for Peter.

"Hello?" a female voice answered on the other end.

"Is Peter there?" she asked.

"Who's calling?" the voice inquired without responding.

"This is the Daily Bugle, we were wondering why Peter did not show up to work today. Mister Jameson was very upset." Felicia lied.

Whoever was on the other end paused. Felicia knew it had to be Mary Jane.

"Is this Felicia Hardy?" Mary Jane asked.

Felicia froze unsure of what to say. In the back ground she heard an odd noise and then there was another voice on the line.

"Felicia? What's wrong?" Peter asked.

"Peter thank god. I have no idea what's going on. I was watching the Baxter Building and suddenly Johnny came flying out. I saved him from falling and he told me that Captain America is dead." Felicia said talking almost too fast to be comprehended.

"Felicia you'll need to slow down, did you just say Captain America is dead?" Peter asked.

"Yes," Felicia replied.

"How?" Peter asked.

"I don't know the exact details, Johnny said he got killed by his own shield. Anyway while I was talking with him we got attacked by at least twenty of these creatures that looked kind of like Venom. Johnny held them off so I could escape, but I think they ended up either capturing or killing him." Felicia explained.

"Twenty creature's like Venom?" Peter asked.

"Yeah, they looked like symbiotes but I have no idea where so many would have come from. Outside of Venom and Carnage, I've only ever heard of the one that you said bonded to Mary Jane." Felicia said.

"Yeah," Peter replied. "I mean even with everything I know about the symbiote one symbiote wouldn't be able to spawn this many others."

"Well maybe She-Venom found something in the Baxter Building and can expand infinitely and possess infinite hosts?" Black Cat suggested.

"I doubt it's infinite," Peter said. "But there is a distinct possibility that she found something in the Baxter Building that supercharged the symbiote."

"So when are you coming back to New York?" Felicia asked. "Nobody knows more about battling these things than you."

There was a pause on the other end.

"Not for a while," Peter said. "MJ is going to literally tie me down to keep me here until I'm better."

"Peter if you don't come soon there might not be a New York to return to." Felicia said.

"Felicia believe me, I know. Look see if you can find anything about what She-Venom might have done to super charge the symbiote. I mean you are a cat burglar you can probably break into the Baxter Building and find out what." Peter said.

Felicia felt somewhat insulted, normally Peter disliked that she worked as thief occasionally and now he was finally admitting that it had an upside.

"I'll see what I can find out," she agreed. "But you need to get back to New York ASAP."

With that she snapped her cell phone shut. She stared at it for a moment tempted to call Peter back and tell him she wouldn't do it. To be honest she was scared to death of going to the Baxter Building. Eventually she put the cell phone away. She'd check back at the Baxter Building, but she'd wait until nightfall. Break and enters were always easier under cover of darkness.

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Okay, so this chapter got done a little sooner than I thought it would, I'd ended up with more free time than I thought. Anyway, as always comments are appreciated. Since weekends almost over I doubt there will be another chapter till next weekend at earliest, but check back just in case.


	13. Chapter 13

Chapter 13

Black Cat looked out across the city towards the Baxter building. The S.H.I.E.L.D Helicarrier had moved away and had stopped shuttling in more soldiers, which was probably for the better.

The number of those black symbiote creatures had kept increasing. Whatever was spawning them or transforming them or whatever had spread. There were reports of attacks and various sightings all over the city. Shield was attempting to quarantine the city to keep as many civilians safe, using the recently deceased Tony Stark's Stark Tower as a base of operations. Felicia had yet to check the operation out as it was on the opposite side of the Island, but she had also heard rumours that the entire Avengers had been called in. She had seen Giant Man rescuing civilians off the roof of a building, but hadn't seen any of the others.

Suddenly there was a loud thud behind her, Cat spun around to see Mister Fantastic and Thing from the Fantastic Four, and member of the Avengers, Ms. Marvel.

"From up above you looked a little like one of those symbiotes," Ms. Marvel commented.

"Well if I ditch the black it would lead to a name change, and Red Cat or Pink Cat just don't sound all that great." Felicia replied.

"Personally I like the black," Thing commented. "Looks a lot better than I look."

"Can I ask what you are doing here?" Mister Fantastic, Reed Richards asked.

"Well my personal friend Spiderman, who is out of town at the moment. Believes that something inside your Headquarters and has caused the symbiote formerly belong to Venom and now to She-Venom, to mutate." Black Cat responded.

"I had a similar thought myself," Reed conceded. "Although to be perfectly honest I'm not sure what. So I take it you were going to just sneak in and try to find something."

"Any information we can get would help," Felicia replied.

"I couldn't agree more," Reed said. "Although judging by the activity around here sneaking is going to prove a little tricky."

"That big gaping hole in the side of the building is an easy enough entrance point," Cat replied. "I'm not too worried about it once I'm inside."

"Still you could probably use someone causing a distraction," Thing said. "The Miss and Me will make some noise out here and try and pull away a few guards or whatever."

"Are you sure you can handle them?" Cat asked nervously.

"I've been in much worse situations than this." Thing replied. "This'll be nothing."

Cat didn't share his optimism but decided against voicing her concerns.

"How long you gonna need Reed?" Thing asked.

"Maybe 15 minutes?" Reed guessed. "We can probably make do with only ten."

"Alright, well then... It's Clobberin' Time!" Thing cried as he leapt off the edge of the building down to the street where several symbiotes were milling about.

"See you guys in fifteen," Ms. Marvel said as she hopped up into the air and then flew down after Thing.

"Grab on," Reed said. "I can get us there quicker."

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Black Cat and Mister Fantastic searched through the debris that was scattered all about the laboratories in the Baxter Building. Obviously there had been some sort of scuffle between the symbiotes and the agents of S.H.I.E.L.D and clearly the symbiotes had won. There were several dead bodies strewn about the room, their bodies bent in awkward positions and large chunks of their flesh was missing.

"Are these things feeding on people?" Cat asked as she examined one of the bodies.

Mister Fantastic's head stretched over to take a look himself.

"I can't say for certain, but these bite marks do not appear to resemble any of the symbiotes that we have encountered. The tooth pattern is different and the jaw seems much larger." Reed commented. "It could have been made by She-Venom herself."

Cat didn't reply but moved away from the dead body and began picking up fallen ceiling tiles to see if she could find anything.

"I wonder..." Reed muttered as he went over to a bank of dented refrigerators.

He moved a pair of dead bodies and opened one of the doors and began examining the contents inside. As Cat watched he seemed to be unable to find something that was supposed to be in there.

"Oh this is not good," Reed mumbled.

"What is it?" Felicia inquired.

"I was doing some experimentation on trying to create a formula similar to Pym particles but with no limit on the growth." Reed replied. "As you probably guessed, it's missing."

"So the symbiote is going to keep growing?" Cat asked.

"Yes, but there is also a high probability that the host will also grow along with the symbiote. I was never able to test it so I have no idea what its limits are." Reed answered.

"Well so far we haven't been attacked by a giant symbiote," Cat said. "I guess that's a good sign."

She picked up another ceiling tile and this time she found something underneath it that appeared to be intact. It looked similar to a phaser from the original Star Trek series.

"Is this some sort of weapon?" Cat asked picked it up.

Reed turned around to look at what she had found.

"Whoa be careful with that," Reed said.

Cat shrugged her shoulders and pointed the device at the ground. "What is it?"

"It's something I've been working on to try and help Ben out with his situation." Reed replied. "It's supposed to remove someone's powers and hold onto them until they are given back or given to someone else."

"So it's like a power transfer device?" Felicia asked.

"Basically yes," Reed replied. "However I haven't tested it yet so I have no idea if it will work."

"Could we use it on the symbiotes?" Felicia wondered.

"I doubt it would work," Reed answered. "Symbiote naturally gives those abilities to its hosts. So there wouldn't be anything to remove."

"I think we should still hold onto this thing just in case," Felicia said as she stuck the device in a small bag that was hanging from her hip.

There was a loud noise from nearby and the entire building seemed to shake.

"We should need to leave," Reed said. "I doubt there is anything more to be gained. We've discovered what's causing the massive increase in symbiotes and you have found the power transfer device."

"Couldn't agree with you more," Felicia said.

Just then the wall near them collapsed and something came smashing through slamming against the far wall. Both of them looked and saw that it was Ms. Marvel. Felicia ran over to check on her while Reed went to investigate what had attacked her.

"Are you okay?" Cat asked.

"Too... many..." Ms. Marvel muttered barely coherent.

Cat tried moving her and found that she Ms. Marvel was impaled upon pipe that was sticking straight through her back.

"She's not going to make it," Cat said. "Unless you've got some miracle healing device in here."

"Sorry, haven't been able invent that one," Reed replied as he rushed back. "What the heck did this?"

From the other side of the wall there was a loud roar. Both of them turned up to see a symbiote easily tear apart the hole in the wall making it even larger so that it could fit through. This symbiote had an outwardly rocky appearance and both of them were able to easily deduce what had happened.

"Ben?" Reed asked softly.

"They... swarmed... so... many..." Ms. Marvel explained.

Two more symbiotes appeared behind the symbiote infected Thing. One was female in appearance and the other was tinged with red and had fire sprouting from its hands.

"We need to get out of here," Cat said.

"Johnny? Sue?" Reed stammered.

All three of the symbiote grinned. Reacting on pure instinct Black Cat pulled out the power transfer device and pointed it at Ms. Marvel.

"I'm sorry," she whispered.

She pulled the trigger taking away Ms. Marvel's powers and then pointed it at herself and pulled again. The symbiote infected Thing charged towards them and was about to strike a powerful blow when suddenly he was thrown backwards taking out the other two symbiotes and the three of them were thrown clear of the room.

"It works," Cat said to Reed holding up the device. "Now let's get out of here!"

Before Reed could respond she grabbed him by the arm and smashed through a wall out into the open air. They began plummeting towards the ground. Cat squeezed her eyes and eventually their decent stopped. Eventually she got control of it and they gained altitude

"Let's get to Stark Towers," Cat said to Reed as she flew off.

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Stark Towers was surrounded by a series of energy fields. In the large plaza around it thousands of people were gathered in military tents as S.H.I.E.L.D. was trying to organize an evacuation for these people until the situation in New York could be resolved. Black Cat and Mister Fantastic landed in the middle of the plaza much to the amazement of those watching. Black Widow, who was co-ordinating the activity here came running over.

"What's going on, where's Ms. Marvel and Thing?" She demanded. "How is she flying?"

"It's a long story but I'll try to sum it up for you," Reed replied. "We met Black Cat here while we were going to the Baxter Building. We decided that Cat and I would explore the laboratories while Ben and Carol provided a distraction outside. Unfortunately Ben was overwhelmed by the symbiotes and he mortally wounded Carol. Using a piece of technology I had created, Cat was able to gain Ms. Marvel's powers and fly us to safety."

"So Thing has been captured and Ms. Marvel is dead?" Black Widow asked.

Both of them nodded solemnly.

"We can't afford to keep losing heroes at this rate," Black Widow muttered.

"It's worse than that though," Reed replied. "The Symbiote has also possessed Sue and Johnny."

"This just keeps getting worse," Widow grumbled. "Did you at least find out what is causing this?"

"That we did," Reed replied. "So it was not all for naught."

"Alright, you two are going to need to debrief Nick Fury. We've got everything set up inside." Widow ordered.

"I can't just yet," Black Cat interrupted.

"Why not?" Black Widow asked rather annoyed.

"Spiderman has more experience dealing with the symbiote than the rest of us combined. Heck he's worn the thing before. Unfortunately he's recuperating in a little town in Delaware right now," Felicia explained.

"Well that explains why the situation has been devoid of his hilarious wit," Black Widow muttered.

"We can send someone to get him," Reed said. "You don't need to go."

"No," Felicia said. "I made a promise to him and if I'm going to break it, I'm going to do it myself. Besides I need a chance to work on this flying thing, it's pretty new to me."

Without another word she took off into the air.

"I think there's more to it than that," Black Widow commented as she and Reed watched her leave.

"What makes you say that?" Reed inquired.

"Feminine instinct," Black Widow answered with a smile.

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Am I introducing the MJ, Peter, Felicia love triangle? Maybe. No She-Venom this chapter, but just wait she'll be back in the next chapter and you won't believe what she does. Once again as always comments are greatly appreciated, they let me know if you like it and even if you don't. I'm not opposed to negative comments as long as you keep it clean and intelligent, and I try to respond to any questions or other comments so check for PMs and feel free to PM me back. The Next chapter is proving to be a bit more time consuming in writing and time is less available with all the work I have got so it might be a while.


	14. Chapter 14

Chapter 14

Black Cat came to a landing in a parking lot to a supermarket in Seaford Delaware. All around the various citizens of Seaford scattered utterly frightened by her presence. Obviously there hadn't been much of a superhero presence in Seaford before.

Cat reached into her belt pouch and pulled out her cell phone. She flipped it open and hit the button to speed dial Peter Park. Strangely she heard a phone behind her ring in time with the ringing on her cell phone. Felicia wasn't going to think anything of it until she felt a tapping on her shoulder.

"I'm sorry, can I..." Cat never finished her sentence before she was cut off by a hard slap to her face.

Cat recovered and looked up see Mary-Jane standing in front of her holding a cell phone that showed 'Felicia Hardy' on the caller ID.

"What are you doing here," Mary Jane practically snarled at Felicia. "And what the hell were you doing flying?"

"I would have thought the questions would have come the other way around," Felicia commented.

"Just answer!" Mary Jane snapped.

"Look I need get Peter back to New York. The situation has taken a turn for the worse," Felicia replied.

"Peter is not going back to New York, he's in no condition." Mary Jane replied.

"It's not like I'm taking him back to fight," Felicia replied. "While that would be beneficial we really need him for what he knows about how to deal with symbiotes."

Mary Jane didn't say anything but just glared at Felicia. The silence was more disturbing than if she had yelled.

"How about flying? When did you learn to do that?" Mary Jane asked.

"Today," Felicia replied. "I'm the new Ms. Marvel."

"Can you be trusted with all those powers," Mary Jane said.

Felicia winced slightly at the jab at her prior, well maybe they _were_ current, cat burglaries. She'd also never known Mary Jane to be this catty. Perhaps it was a defensive mechanism, Felicia did have a lot of _attributes_ that Mary Jane should be jealous about.

"You know this catty attitude is really more my thing," Felicia retorted. "It doesn't really become you."

For a second, Felicia was afraid Mary Jane would try to claw her eyes out, instead Mary Jane composed herself, turned on her heel and simply walked away from Felicia.

"Well, that was certainly productive," Cat muttered.

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Peter was resting in bed when he felt a pair of hands sliding his shirt up.

"Not now MJ," Peter mumbled pushing them away.

However the hands were not to be stopped and once again they were trying to remove his shirt.

"Seriously MJ, stop it," Peter said sitting up.

However he practically sat himself right out of the bed when he saw that the person trying to remove his shirt was none other than Felicia Hardy, the Black Cat.

"Felicia what are you doing here?" Peter asked. "How are you here?"

"Peter we need to you back in New York, thing are bad. Really bad." Felicia replied.

"I'm not exactly in fighting condition. Another day or two..." Peter started to protest.

"Peter in another day or two, there might not be a New York to return to."

"What are you talking about?" Peter asked.

"Something happened to the symbiote and it's growing and multiply or something and it's infecting everyone. It's an epidemic." Felicia replied.

"How?" Peter inquired.

"I don't the exact details, but She-Venom swiped something from Reed Richards lab," Felicia replied.

"Not good..." Peter muttered. "Well how did you find me? I mean did you search all of Delaware?"

"No," Felicia replied. "I was able to figure out where you were by tracing what cell tower your calls were going through, and then I just had the, let's call it _pleasure_, to run into Mary Jane."

"Please don't tell me you hurt her," Peter said.

"I didn't hurt her," Felicia responded. "I was a little afraid I'd accidently snap her neck or something. I'm still not used to all this."

"Not used to all what?" Peter asked.

"Ms. Marvel was killed by a symbiote infected Thing," Felicia replied. "Before she died her power were transferred to me, so I'm the new Ms. Marvel."

"What?" Peter exclaimed almost falling off the bed in shock.

"I'm the new Ms. Marvel," Felicia repeated. "I got all her powers, flying, super strength, the photon blasts, the precognitive... oh crap."

"GET AWAY FROM MY HUSBAND YOU WHORE!" Mary Jane yelled as she threw her shoe at Black Cat.

Felicia easily batted the shoe aside and then stepped away from the bed.

"Look, I just came here to tell Peter what exactly is going on in New York," Felicia replied. "I'm only here because Peter asked me to keep an eye on things going on in New York for him. Well things got really bad and he said if that happens he'd come back to New York. I just came because I knew if I didn't you'd probably literally tie him down to the bed, this is his decision to make."

For someone with absolutely no super powers what so ever Mary Jane was surprisingly brave. She stormed right over to Black Cat and stuck a finger in her ample chest and pushed her even further away from the bed.

"You can show up here flashing your tits and what not, but when it comes to the health of my husband you have no right to take him away to get killed." Mary Jane snapped.

"Peter, I'm trying to be the bigger woman here," Felicia pleaded. "But I think you know that I don't have a lot of patience."

Peter briefly entertained thoughts of a cat fight where the two of them tore each other's clothes off but quickly realized that Felicia would probably just blast MJ with a photon beam or punch her through a wall.

"Mary Jane, I know that you can stand it how I take responsibility for things that really aren't my fault," Peter said. "But this time I can't stand by. Maybe I'm not directly responsible for what happened to Ann and Eddie giving her the symbiote, but I played a part in that happening. I also am not responsible for being tricked by her and letting her kill Eddie and become more powerful, but once again I played a part in that. And while I'm definitely not responsible for her infecting all of Manhattan Island, I didn't stop her before she became so insanely power. And all of your words of comfort are never going to ease my guilt over that if I don't at least go back and try to help out."

"Peter you are in no shape to..." Mary Jane tried to argue.

"There's no argument here," Peter interrupted. "I'm going back to New York with Felicia whether you want me to or not. All that I will promise; is that I will not go out and fight until I am physically capable of it."

Mary Jane hugged her husband for a good long time, holding on as though if she let go of him she may never see him again, and unfortunately that was always going to be a distinct possibility since her husband was also Spiderman. Finally she released her hold on Peter. She looked up and glared at Felicia who was watching. Feelings of sadness, happiness and envy were all playing across Felicia's face at once, she was glad that Peter was happy, but sad that it was not with her and she was envious of Mary Jane.

"I'm not going to lie and say that I trust you," Mary Jane said to Felicia. "And I entirely expect you to try and steal my husband away from me, and to be honest I don't entirely blame you. If the roles were reversed I would do the same thing. But I all I want you to do is make sure he gets through this safely, if he doesn't so help me God I will find you and I will..."

The threat lay open, but Felicia actually did take it seriously. Mary Jane probably couldn't physically hurt her, but who knows what depths she might go to if Peter got hurt while under Felicia's watch.

"Don't worry about me," Peter said. "I'll be fine. But I want you to stay here. New York's been evacuated there is no reason for you to even try going back there."

"Come on Spidey," Felicia said. "Let's get back before Nick Fury does something stupid like try to blow the entire city up."

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Spiderman and Black Cat showed up at Stark Towers and were greeted by Reed Richard, Black Widow, Valkyrie, Thor, She-Hulk, War Machine, Spiderwoman and Luke Cage.

"Glad you could make," Cage said. "I was begging to think you had skipped town to be with Spidey here Cat."

"Like he would have let me do that know what was going on here," Cat replied.

"I think we've got a bit more urgent of a problem going on right now," Reed said. "Nick Fury is convinced that She-Venom is using the Baxter Building as a spawning ground to make more symbiotes."

"Well he isn't exactly wrong," Cat said.

"He plans on blowing the building up." Reed added.

"That won't stop her," War Machine said. "Those things are all over the city. Might put a major damper in their plans but it won't stop them out right."

"Perhaps not," Black Widow said. "But if we destroy the building we may kill She-Venom and the symbiotes may lose their guiding voice. It is no coincidence that they seem to be so organized and co-ordinated."

"You've dealt with this thing," Spiderwoman said to Spiderman. "What's your opinion?"

"Um, I... I don't... this is a lot to take in." Spiderman said. "I mean heat and loud noise are great ways to get the symbiote off of people, but something like this will definitely kill a lot of people."

"At this point we can't afford to worry about that," Black Widow said. "This army keeps getting bigger. We need to buy ourselves some time so that we can do something to save all the others."

"Do you have any idea how many innocent people are there?" Spiderman asked.

"No idea," Spiderwoman said. "It's impossible to keep up good intelligence on the Baxter building it's much to dangerous."

"Aren't you worried about Sue, Ben and Johnny?" Peter asked Reed.

"Ben's survived worse than a building exploding on top of him as has Sue. Johnny can take the heat, so no not really. And if they come out of this symbiote free that all the better." Reed replied. "I don't like the idea of blowing up the Baxter Building. It's got my laboratory, my research, but more importantly it's my home. But this is an epidemic and it's spreading like an out of control disease and we need to do whatever we can to contain the threat and if blowing up the Baxter Building does it then that's what we have to do."

"Okay, I hope to god that people survive." Peter said.

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_On Board the Helicarrier_

"Colonel Fury, we're almost in position," the officer manning the Navigation station informed him.

"This is it men, everybody get to Battle Stations," Fury ordered. "I doubt these symbiotes are going to take us blowing the crap out of their hive very kindly."

Fury watched the furious activity about the bridge of the Helicarrier as the massive airship was manoeuvred into position to fire upon the Baxter Building. Fury flipped on com control to the men operating the main turrets.

"Turret 1 and 2 report." Fury commanded.

There was no reply on the radio.

"Turret 1 and 2 report," Fury ordered once more his voice getting annoyed.

Once again his command went unheeded and the radio remained silent. Fury punched a button on his keypad and the tactical display change to display the camera of inside the turret control rooms. Inside both teams lay dead.

"Security get down to the turrets!" Fury ordered. "We have a major security breach!"

"Oh it's too late for that Fury," a voice said behind him.

Fury spun around in his command seat to see a woman duck slightly to step through the door way. She then straightened up to her full height which had to be eleven feet tall. She had short blond wavy hair and ice blue eyes. She also sported a physique that more than rivalled She-Hulk.

"Who the hell are you?" Fury asked.

"Colonel Fury, I'm disappointed." The woman said. "I thought you knew who all your enemies were."

"It doesn't matter," Fury said. "Take her down!"

Everyone on the bridge drew their weapon and opened fire. In less than a second a massive black inky substance enveloped the woman and absorbed all the bullets, protecting her from the fire. The black substance soon took form over her body and everyone on the bridge recognized who it was.

"She-Venom!" many crew member shouted in surprise.

"**I'm glad you've heard of me**," She-Venom said.

With that the bridge devolved into chaos. Smaller symbiotes began entering the bridge from behind She-Venom as well from every other possible entrance including smashing the windows and through the air ducts. All around S.H.I.E.L.D. soldiers were either killed by the symbiotes or smothered by them only to emerge as another member of their ranks. Fury tried to use the radio.

"This is Fury, the Helicarrier is under attack!" He yelled into the radio.

"**That's not going to do you much good Fury,**" She-Venom said. "**I've already made sure the radio communications are down. Your only options now are to join me or die.**"

Fury shoved a key into a special slot under his control console which popped open a red button. He slammed his fist down on it.

"If I'm going to die I'm going to take you down with me," Fury stated.

Suddenly the entire Helicarrier began to shake.

"**What did you do?**" She-Venom demanded.

"Activated the self destruct," Fury replied. "Like I said, I'm going to take you down with me."

There were several explosions throughout the entire Helicarrier. Eventually they all blended together into one large explosion and the Helicarrier was wreathed in flame.

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Is this the end? Is She-Venom dead? Is Fury dead? Hopefully the next chapter will lead to some more insight. Once again, all comments and questions are appreciated.


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